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

                                   FORM 10-KSB

(Mark One)

|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                   For the fiscal year ended December 31, 2005

|_|  TRANSITION REPORT UNDER 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.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                   Nevada                                   41-2137356
     -------------------------------                    -------------------
     (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)


         3900 Hollywood Blvd., Suite 203
                Hollywood, Florida                             33021
     ----------------------------------------                ----------
     (Address of Principal Executive Offices)                (Zip Code)


Issuer's Telephone Number: (954) 272-1200
                           --------------


Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----


Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------

<PAGE>

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for 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 contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |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|


The issuer's revenues for the fiscal year ended December 31, 2005 was
$23,302.00

The aggregate market value of the issuer's common equity held by non-affiliates,
as of March 31, 2006 was $ 943,869.40.


As of March 31, 2006, there were 23,205,967 shares of the issuer's common equity
outstanding.


Documents incorporated by reference: None


Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|


                                       ii
<PAGE>

                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----
PART I

     Item 1.   Description of Business...................................... 1

     Item 2.   Description of Property...................................... 22

     Item 3.   Legal Proceedings............................................ 22

     Item 4.   Submission of Matters to a Vote of Security Holders.......... 22


PART II

     Item 5.   Market for Common Equity, Related Stockholder Matters and
               Purchases of Equity Securities............................... 22

     Item 6.   Management's Discussion and Analysis or Plan of Operation.... 23

     Item 7.   Financial Statements......................................... 30

     Item 8.   Changes In and Disagreements with Accountants on Accounting
               and Financial Disclosure..................................... 30

     Item 8A.  Controls and Procedures...................................... 30

     Item 8B.  Other Information............................................ 31


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act............ 31

     Item 10.  Executive Compensation....................................... 33

     Item 11.  Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters................... 35

     Item 12.  Certain Relationships and Related Transactions............... 36

     Item 13.  Exhibits..................................................... 37

     Item 14.  Principal Accountant Fees and Services....................... 38


                                       iii
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF 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 ("Pricester
Florida") 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 shall terminate when the newly merged Pricester Nevada is 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. is a development stage company and has a lack of material
revenues. Our products and services have been active since January 2004 and have
only generated revenue of $23,302 for the year ended December 31, 2005 and
$9,098 for the year ended December 31, 2004. We have yet to generate substantial
revenue because our primary marketing objective has been to first build a large
gathering of web based vendors, traditional small businesses, and established
national retailers, to offer a diverse and extensive variety of goods and
services. We have attracted upwards of 10,810 websites to date with over 134,674
item listings. We expect to list upwards of 250,000 products in the next 90
days.

                                       1
<PAGE>

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.

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.

                                       2
<PAGE>

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, 2005 and 2004 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.

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.

                                       3
<PAGE>

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
-----------------------    ------------------    --------------------------------------    --------
<S>                        <C>                   <C>                                       <C>
Pricester (do it
  yourself) Website        Active                $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          Active                $0 listing fee - 1-4% transaction fee*    Jan 2004
Zip code search            Active                $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           Active                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        Active                $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           Active                $5.00 per item                            Jan 2004
Category Banners           Active                $50.00 per month                          Jan 2004
Specialty Stores           future development    Not yet determined                        Unknown
</TABLE>
_________

* The 1-4% sliding scale operates as follows:

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

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

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

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

         o  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:

         o  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.

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

                                       4
<PAGE>

         o  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.

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

         o  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.

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

         o  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.

         o  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.

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

         o  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.

         o  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.

         o  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.

         o  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.

         o  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.

                                       5
<PAGE>

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.

         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.

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:

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

Our site will also calculate 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:

         o  the progress of sales,
         o  payment status,
         o  shipping status,
         o  confirmations and cancellations and
         o  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.

                                       6
<PAGE>

         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.

         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:

         o  Formatting the text for pages such as: Home Page, About Us Page,

         o  Contact Page and a Privacy Statement

         o  Setup of your payment and shipping details page

         o  Conversion of your company logo and slogan/banner into a digital
            image format

         o  Integration of pictures and details of your first 10 products and
            services.

         o  Integration of a website payment system (Pay Pal) enabling you to
            accept all major credit cards.

         o  Configuration of your website manager, which manages your orders and
            items.

         o  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:

         o  auction
         o  buy
         o  sell
         o  post items
         o  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.

                                       7
<PAGE>

         PRICESTER TRAVEL: A complete online travel reservation service.

         Consumers can make reservations at:

         o  more than 57,000 hotels and resorts worldwide,
         o  28 car rental companies,
         o  all major cruise lines and
         o  hundreds of airlines.

The site also offers 500 golf vacations and insurance from the leading travel
insurance companies. Added features include the Family Friendly Travel Guide
that caters to families with young children or pets and the 360 degree Virtual
Tour that allows travelers to plan their entire cruise vacation.

         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:

         o  Member A refers member B using in house affiliate program

         o  Member B incurs fess for Pricester.com services

         o  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
            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.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.

                                       8
<PAGE>

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

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

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

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

         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 due to limited hardware and software resources. These equipment
failures that resulted in delays for approximately 30 minutes each time. These
delays have occurred on two separate occasions. We have added additional
developmental servers for testing beta version enhancements. We have also added
a database server with more capacity to handle the growing number of search
queries on the site.

In order to decrease the down time, we have 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.

                                       9
<PAGE>

         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 $34,752. The breakdown of the
$34,742 is as follows:

Payroll & Taxes ..........................     $21,676
Rent .....................................       2,826
Electric .................................         300
Telecommunications .......................       1,000
Ongoing development With Xcent ...........       1,000
Network maintenance ......................       1,000
Internet marketing .......................         500
Travel & Entertainment ...................         500
Accounting services ......................       1,500
Advertising ..............................         750
Office supplies ..........................         250
Postage ..................................         100
Legal ....................................       1,500
Insurance ................................       1,840
                                               -------
                                               $34,742
                                               =======

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 in the second half of
2006.

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 10,810) listing over 134,674 items. During 2006, we
will commence 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.

                                       10
<PAGE>

We intend to track revenues by category if our revenues increase. Our revenues
have been generated by approximately 99 Pricester Website sales, miscellaneous
service and transaction fees of $23,302 for the year ended December 31, 2005 and
by 45 Pricester Website sales for the year ended December 31, 2004. To date, no
marketing funds have been expensed to bring consumers to the site. We estimate
this will start in the first half of the 2006.

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 experience.

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.

                                       11
<PAGE>

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

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

Conducting public relations campaign using

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

On March 15, 2004, we entered into a public relations agreement with Proby
Associates, Inc. to provide public relations services. The term of the agreement
was six months with an additional six months on mutual agreement of the parties.
We paid Proby Associates, Inc. an aggregate of $35,000 in cash ($17,500) and
stock ($17,500) for their services through September 15, 2004. We owe Proby
Associates, Inc. $5,000 per month for the second six months of services in cash
or in stock. No additional payments directly from Pricester Nevada have been
made to date. In March 2005, Joe Puentes, an officer and director of the Company
transferred 32,000 common shares held by him to Proby for services rendered from
September 15, 2004 through March 15, 2005. In order not to increase the number
of outstanding common shares of the Company, Mr. Puentes agreed to pay Proby
with the Company's common shares held by Mr. Puentes personally. There are no
amounts owed to Mr. Puentes for his actions. The Proby contract was not extended
and no further payments are due and owing.

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.

                                       12
<PAGE>

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 $509.00. 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
$6,052.50. 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.

On June 11, 2004, we entered into a written agreement with World Choice Travel
whereby World Choice granted us a non-transferable, non-exclusive, limited,
revocable right and license to publicly display the link for our members to a
web site hosted by World Choice, access publicly display and use the retrieved
data and, if applicable, use the Interface and related documentation.

The Reservation Services shall be the exclusive on-line hotel, last minute or
spontaneous deal, and packaging reservation service. We must place the Link
and/or the Retrieved Data in a prominent position on the Web Pages, and to use
due diligence to promote the Web Site.

World Choice may terminate the agreement immediately and without prior notice
upon termination of any agreement with World Choice's suppliers. Further World
Choice may suspend or terminate the agreement, access to all or any portion of
the Reservation Services and/or the licenses immediately and without prior
notice:

         a) in the event that we earn commissions totaling less than fifty
            dollars for six consecutive months at any time after an initial six
            months period, or

         b) it has been determined or alleged that there is an infringement of
            intellectual property rights, a violation of the agreement, or
            unauthorized improper or illegal uses not authorized by the
            agreement.

                                       13
<PAGE>

Either party has the right to terminate the agreement after a material breach of
the agreement by the other party that has not been cured within thirty days of
written notice.

We shall earn commissions for each sale of a product or service made by an end
user through World Choice's Reservation Services via online and, if available,
via the customer call concept. We shall receive commission payments from World
Choice based on a varying percentage commission structure ranging from:

         -  2.5% to 5% of net gross sales for last minute deals and custom trip
            reservation services;

         -  30% to 60% of the fees World Choice collects or 6% to 10% of net
            gross sales for hotel bookings depending on the type of booking; and

         -  set commissions ranging from $5.00 to $7.50 for air, golf, cruise,
            travel insurance reservation services and 50% of the fees World
            Choice collects for car rental.

To date, we have not received any commissions under this agreement. The travel
sector is not our main focus and will require target marketing to travel
consumers that is not yet in place. There can be no assurance that World Choice
will not terminate the agreement due to the lack of commissions. Management is
of the opinion that a termination of this agreement would not have a material
negative effect and that similar terms could be obtained with other reservation
services companies.

Insurance
---------

We have in force workman's comp and general liability insurance. We currently
have Directors and Officers' insurance for which we pay $1,408 per month.

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:

         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.

                                       14
<PAGE>

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. For the year ended December 31, 2005, Yahoo,
Inc. had revenues of $5,257,668,000 Amazon.com, Inc. had net sales of
$8,490,000,000 and eBay, Inc. had net revenue of $4,552,401,000 compared to our
minimal revenue of $23,302. 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
------------------------

We spent $60,000 in 2004 on research and development activities and
approximately $0.00 in 2005.

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

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

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

                                       15
<PAGE>

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.

Employees
---------

We currently have nine 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.

                                       16
<PAGE>

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, 2005 and 2004, we experienced net losses of ($789,696) and
($1,343,345), respectively. At December 31, 2005, we had a deficit accumulated
during development stage of ($2,500,169). 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, 2005, 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, 2005 and 2004 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.

         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.

                                       17
<PAGE>

         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. 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 ("SOX 404"), 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, 2005. 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.

                                       18
<PAGE>

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. 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 rights
to our products and systems or otherwise develop similar or competitive 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.

                                       19
<PAGE>

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.

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:

                                       20
<PAGE>

         o  Quarter-to-quarter variations in our operating results;

         o  Our announcement of material events;

         o  Price fluctuations in sympathy to others engaged in our industry;
            and,

         o  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:

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

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

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

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

         o  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.

                                       21
<PAGE>

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 ranging from approximately
$1,900 to $2,100 per month and terminates in June 2007. We believe that this
facility is sufficient for our current needs.

ITEM 3.  LEGAL PROCEEDINGS

         The Company 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, 2005, no
matters were submitted to a vote of Pricester.com, Inc. security holders,
through the solicitation of proxies.


                                     PART II

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

Market Information
------------------

         Our common stock is not included in the pink sheets or in the OTC
Electronic Bulletin Board maintained by the NASD. Through a sponsoring
broker-dealer, we have applied to the OTC Electronic Bulletin Board and are
completing the application process.

         There is no public trading market for our common stock and that there
is no guarantee any trading market will develop.

                                       22
<PAGE>

Holders
-------

         The approximate number of record holders of our common stock is 184.

Dividends
---------

         We have never paid cash dividends on our common stock. We intend to
keep future earnings, if any, to finance the expansion of our business, and we
do not anticipate that any cash dividends will be paid in the foreseeable
future. Our future payment of dividends will depend on our earnings, capital
requirements, expansion plans, financial condition and other relevant factors.
Our retained earnings deficit currently limits our ability to pay dividends.
Under Nevada law, we are prohibited from paying dividends if the distribution
would result in our company not be able to pay its debts as they become due in
the usual course of business or if our total assets would be less than the sum
of our total liabilities plus the amount that would be needed, we were to be
dissolved at the time of distribution, to satisfy the preferential rights upon
dissolution of stockholders whose preferential rights are superior to those
receiving the distribution.

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

         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.

                                       23
<PAGE>

PLAN OF OPERATIONS

         We have only received minimal revenues. Our revenues of $23,302 and
$9,098 have been generated by the sale of approximately 99 Pricester Website
sales and miscellaneous service and transaction fees of $23,302 for the year
ended December 31, 2005 and 45 Pricester Website sales for the year ended
December 31, 2004. 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 27,445 user members, 10,810 have developed
websites with over 134,674 item listings. We expect to list upwards of 250,000
products in the next 60 to 90 days. 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.

         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 $29.95 to $2,500.00. These sales people will be paid on a
commission basis only.

                                       24
<PAGE>

         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. 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. 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.

GOING CONCERN

         As reflected in the accompanying consolidated financial statements, we
had a deficit accumulated during development stage of $2,500,169, a working
capital deficit of $34,648 at December 31, 2005, had net losses for the year
ended December 31, 2005 of $789,696, and cash used in operations during the year
ended December 31, 2005 of $402,827. 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.

                                       25
<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.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

         Net sales for the year ended December 31, 2005 were $23,302 as compared
to net sales of $9,098 for the year ended December 31, 2004, an increase of
$14,204 or approximately 156%. We are continuing to create customer awareness
for our products.

         Total operating expenses for year ended December 31, 2005 were
$581,847, a decrease of $772,004, or approximately 57%, from total operating
expenses for the year ended December 31, 2004 of $1,353,851. This decrease is
primarily attributable to:

         *  a decrease of $30,886 or approximately 34%, 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 $35,808 or approximately 46%, in professional fees
            incurred in connection with our SEC filings;

         *  an increase of $80,562 or 145% in consulting fees to $136,160 as
            compared to $55,598 for the year ended December 31, 2004. This
            increase was attributable to the issuance of our common stock to
            consultants for business development services and other professional
            services amounting to $86,822 offset by a decrease in cash payments
            to consultants.

         *  a decrease of $739,739, or 81%, in compensation expense to $171,013
            for the year ended December 31, 2005 as compared to $910,752 for the
            year ended December 31, 2004. This decrease is a result of a
            decrease in stock issuances to employees and officers during year
            ended December 31, 2004 of $725,900 and by decreases in overall
            compensation expense due to cost-cutting measures.

         *  a decrease of $46,133 or approximately 21%, in other selling,
            general and administrative expenses as a result of cost cutting
            measures.

                                       26
<PAGE>

         We reported a loss from operations of $558,545 for the year ended
December 31, 2005 as compared to a loss from operations of $1,344,753 for the
year ended December 31, 2004. Although there can be no assurances, we anticipate
that during the fiscal year ending December 31, 2006 our ongoing marketing
efforts will result an increase in our net sales from those reported in fiscal
2005. To support these increased sales we anticipate that our operating expenses
will also increase during the fiscal year ending December 31, 2006 as compared
to the fiscal 2005. We are, however, unable to predict at this time the amount
of any such increase in operating expenses.

         Total other expenses increased $232,559 for the year ended December 31,
2005 as compared to the year ended December 31, 2004. Included in this net
increase is:

         *  a decrease in interest income of $1,369 for the year ended December
            31, 2005 which was attributable to the reduction in our cash
            balances;

         *  an increase of $231,190, or 100%, in interest expense for the year
            ended December 31, 2005 as compared to the year ended December 31,
            2004 which reflects an increase in our borrowings. Additionally,
            during 2005, certain officers of the Company granted stock options
            to various loan holders relating to our loans payable. Accordingly,
            the Company valued the stock options granted by these officers using
            the Black-Scholes option pricing model assuming an expected life of
            1.5 years, a risk-free interest rate of 3.93%, an expected
            volatility of 25%, and a dividend yield of 0%. 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.

         We reported a net loss of $789,696 or $.04 per share for the year ended
December 31, 2005 as compared to a net loss of $1,343,345 or $.07 per share for
the year ended December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

         During the year ended December 31, 2005, we borrowed $262,500 from
various parties for working capital purposes. The loans bear interest at 5% per
annum, are unsecured and are due the earlier of (i) August 31, 2005 or (ii) the
date the Company receives $1 million of gross proceeds from the sale of its
common stock. 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. At
December 31, 2005, we owe $2,000 in loans payable.

         During 2005 and 2004, we received net proceeds of $125,950 and $467,500
for the sale of common stock. These funds were used for working capital
purposes.

         Net cash flows used in operating activities for the year ended December
31, 2005 was $402,827 as compared to $571,642 for the year ended December 31,
2004 and was primarily attributable to our net losses.

                                       27
<PAGE>

         We reported net cash flows used in investing activities of $0 for the
year ended December 31, 2005 as compared to net cash used in investing
activities of $13,562 for the year ended December 31, 2004, a decrease of
$13,562. In the 2004 period, we invested in property and equipment and our
website. In the 2005 period, we did not invest in any property or equipment.

         Net cash flows provided by financing activities was $284,500 for the
nine months ended September 30, 2005 as compared to net cash provided by
financing activities of $565,872 for the nine months ended September 30, 2004, a
decrease of $281,372. For the nine months ended September 30, 2005, we received
proceeds from loans of $262,500, proceeds from the sale of common stock of
$25,000, and proceeds of $2,000 from related party advances. Additionally, we
repaid loans payable of $5,000. For the nine months ended September 30, 2004, we
received proceeds from the sale of common stock of $457,500 and from related
party advances of $118,372 offset by the advances to shareholders of $10,000.

         We reported a net decrease in cash for the nine months ended September
30, 2005 of $53,518 as compared to a net increase in cash of $121,331 for the
nine months ended September 30, 2004. At September 30, 2005 we had cash on hand
of $9,691.

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires companies to recognize in the statement of operations the grant-date
fair value of stock options and other equity-based compensation issued to
employees. FAS No. 123R is effective for the first fiscal year beginning after
December 15, 2005. We are in process of evaluating the impact of this
pronouncement on our financial statements.

         In April 2005, the Securities and Exchange Commission's Office of the
Chief Accountant and its Division of Corporation Finance has released Staff
Accounting Bulletin (SAB) No.107 to provide guidance regarding the application
of FASB Statement No. 123 (revised 2004), Share-Based Payment. Statement No.
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SAB 107 provides
interpretative guidance related to the interaction between Statement No. 123R
and certain SEC rules and regulations, as well as the staff's views regarding
the valuation of share-based payment arrangements for public companies.

         In May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 154, "Accounting Changes and
Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). This Statement replaces APB Opinion No. 20, Accounting Changes,
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle. This Statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

                                       28
<PAGE>

         APB Opinion No. 20 previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement.

         When it is impracticable to determine the cumulative effect of applying
a change in accounting principle to all prior periods, this Statement requires
that the new accounting principle be applied as if it were adopted prospectively
from the earliest date practicable. This Statement shall be effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. We do not believe that the adoption of SFAS 154 will
have a significant effect on our financial statements.

         On June 29, 2005, the EITF ratified Issue No. 05-2, "The Meaning of
`Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, `Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF Issue 05-2 provides guidance on determining whether
a convertible debt instrument is "conventional" for the purpose of determining
when an issuer is required to bifurcate a conversion option that is embedded in
convertible debt in accordance with SFAS 133. Issue No. 05-2 is effective for
new instruments entered into and instruments modified in reporting periods
beginning after June 29, 2005. The adoption of this pronouncement did not have a
material effect on our financial statements.

         In September 2005, Issue No. 05-4, "The Effect of a Liquidated Damages
Clause on a Freestanding Financial Instrument Subject to EITF Issue No. 00-19,
`Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock.'" EITF 05-4 provides guidance to issuers as
to how to account for registration rights agreements that require an issuer to
use its "best efforts" to file a registration statement for the resale of equity
instruments and have it declared effective by the end of a specified grace
period and, if applicable, maintain the effectiveness of the registration
statement for a period of time or pay a liquidated damage penalty to the
investor. The Company has adopted view C of this pronouncement. Accordingly, the
Company has bifurcated registration rights from their related free standing
financial instruments and recorded them at fair value. The Company has adopted
view C of this pronouncement, which has resulted in the registration rights
being bifurcated and accounted for at fair value and the common stock purchase
warrants classified as equity.

                                       29
<PAGE>

         In September 2005, the FASB ratified the Emerging Issues Task Force's
("EITF") Issue No. 05-7, "Accounting for Modifications to Conversion Options
Embedded in Debt Instruments and Related Issues," which addresses whether a
modification to a conversion option that changes its fair value affects the
recognition of interest expense for the associated debt instrument after the
modification and whether a borrower should recognize a beneficial conversion
feature, not a debt extinguishment if a debt modification increases the
intrinsic value of the debt (for example, the modification reduces the
conversion price of the debt). This issue is effective for future modifications
of debt instruments beginning in the first interim or annual reporting period
beginning after December 15, 2005. We are currently in the process of evaluating
the effect that the adoption of this pronouncement may have on our financial
statements.

         In September 2005, the FASB also ratified the EITF's Issue No. 05-8,
"Income Tax Consequences of Issuing Convertible Debt with a Beneficial
Conversion Feature," which discusses whether the issuance of convertible debt
with a beneficial conversion feature results in a basis difference arising from
the intrinsic value of the beneficial conversion feature on the commitment date
(which is recorded in the shareholder's equity for book purposes, but as a
liability for income tax purposes), and, if so, whether that basis difference is
a temporary difference under FASB Statement No. 109, "Accounting for Income
Taxes." This Issue should be applied by retrospective application pursuant to
Statement 154 to all instruments with a beneficial conversion feature accounted
for under Issue 00-27 included in financial statements for reporting periods
beginning after December 15, 2005. We are currently in the process of evaluating
the effect that the adoption of this pronouncement may have on our financial
statements.

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

ITEM 7.  FINANCIAL STATEMENTS

         The response to this item is being submitted as a separate section of
this report beginning on page F-1.


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

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         Based on our management's evaluation (with the participation of our
principal executive officer and principal financial officer), as of the end of
the period covered by this report, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended, (the "Exchange Act") are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.

                                       30
<PAGE>

         CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         There was no change in our internal control over financial reporting
during our fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

         None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

The Executive Officers and Directors are:

Name                           Position                        Term(s) of Office
----                           --------                        -----------------

Joe Puentes, age 36            President/CEO                      June 4, 2004
                               Director                            To present

Edward C. Dillon, age 69       Chief Financial Officer            June 4, 2004
                               Executive Vice President            To present
                               Director

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

Nelson Stark, age 51           Vice President of Marketing        June 4, 2004
                               Director                             To present

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

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

JOE PUENTES: Mr. Puentes has been president and chief executive officer 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.

                                       31
<PAGE>

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

EDWARD J. DILLON. Mr. Dillon has been a director 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.

NELSON STARK. 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.

                                       32
<PAGE>

HOWARD M. NEU, ESQ. Mr. Neu has been Chairman of the Board of Directors since
July 2005. Mr. Neu has been a director 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, 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.

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 Puente,            2005     $ 60,600       $  -        $  -        $    -              -            -0-
Chief Executive        2004     $ 53,258(1)    $  -        $  -        $    -              -            -0-
Officer                2003     $   -          $  -        $  -        $    -              -            -0-

Edward C Dillon,       2005     $ 16,550       $  -        $  -        $    -              -            -0-
Chief Financial        2004     $ 17,224(1)    $  -        $  -        $ 600,000(2)        -            -0-
Officer                2003     $   -          $  -        $  -        $  15,000(2)        -            -0-

Bernard Gutman,        2005     $   -          $  -        $  -        $    -              -            -0-
Former Chief           2004     $ 44,374(1)    $  -        $  -        $    -              -            -0-
Operating Officer      2003     $   -          $  -        $  -        $ 249,975(3)        -            -0-
</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.

    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.

                                       33
<PAGE>

(3) On August 12, 2003, Pricester Florida issued 2,500,000 shares of its common
    stock for cash of $25 to Bernie Gutman, an officer and director with the
    balance of $249,975 being expensed to officers' compensation.


                      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.

                                       34
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                       Shareholdings at February 28, 2006

There are currently 23,153,967 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) ........................        10,308,000              44.52%
3034 Garfield Street
Hollywood, FL 33021

Edward C. Dillon ......................         3,190,000              13.78%
3850 Washington St.
Apt. 910 Hollywood, FL 33021

Edward J. Dillon ......................            80,000               0.35%
14204 Woodland Ridge Drive
Louisville, KY 40245

Nelson Stark ..........................            30,000               0.13%
5130 SW 40th Avenue, Apt. 3B
Fort Lauderdale, FL 33314

Howard M. Neu .........................           135,000               0.58%
1152 N. University Drive
Suite #201
Pembroke Pines, FL 33024

Officers and Directors
  as a Group (5 persons) ..............        13,743,000              61.61%

Bernard Gutman(2) .....................         1,675,000               6.89%
1950 S. Ocean Drive
Apt 21G
Hallandale Beach, FL 33009
_________

(1) While Joe Puentes disclaims beneficial ownership of the 1,395,000 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 12,253,000 shares of Pricester Nevada's common stock, or
    approximately 54.93% of its ownership interest. Mr. Puentes paid a weighted
    average of $.0001 per common share for the common shares he currently owns.

                                       35
<PAGE>

(2) While Bernard Gutman disclaims beneficial ownership of the 1,000,000 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 2,675,000 shares of Pricester Nevada's common stock, or
    approximately 11.99% 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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2004, a shareholder received funds from the Company in the form of demand
notes bearing no interest. On December 31, 2005, the balance of the amount owed
to the Company was $5,000 which was repaid in 2006.

Certain officers of the Company advance funds to the Company for working capital
purposes. The advances are non-interest bearing and are payable on demand. On
December 31, 2005, the Company owed these related parties $3,035

In March 2005, Mr. Puentes transferred 32,000 Pricester Nevada common shares
held by him on behalf of Pricester Nevada to Bay Proby & Associates for no
consideration. Due to the issuance, Pricester Nevada's accounts payable was
reduced by $12,500 or $.39 per common share transferred by Mr. Puentes.

During 2005, certain officers of the Company granted stock options to various
loan holders relating to our loans payable. Accordingly, we valued the stock
options granted by these officers using the Black-Scholes option pricing model
assuming an expected life of 1.5 years, a risk-free interest rate of 3.93%, an
expected volatility of 25%, and a dividend yield of 0%. In connection with the
granting of stock options by these officers, for the year ended December 31,
2005, we recorded interest expense of $130,000.

Management does not intend to advance any further funds to its officers and
directors so it will be in compliance with section 402 of the Sarbanes-Oxley Act
that prohibits such advances by public entities.

                                       36
<PAGE>

Management is of the opinion that all of the above transactions are on terms as
fair to Pricester Nevada as could have been made with unrelated parties.

ITEM 13. EXHIBITS

3.i      Articles of Incorporation(1)

3.ii     By-Laws of Pricester(1)

3.iii    Agreement and Plan of Reorganization by and between Business Advantage
         #22, Inc., a Nevada corporation and Pricester.com, Inc., a Florida
         corporation(1)

3.iv     Articles of Merger dated February 9, 2005(3)

4.i      Form of Specimen of common stock(1)

5        Consent and Opinion of Legal Counsel, Jody Walker, Esq.(4)

10.1     Agreement dated March 31, 2004 by and between Pricester Florida and
         Taking a Company Public, Inc.(3)

10.2     Patent Assignment dated November 10, 2004(2)

10.3     Letter agreement with Proby & Associates dated March 15, 2004(2)

10.4     Agreement with CI Host.com(4)

10.5     Agreement dated July 12, 2004 with Professional Microsystems
         Incorporated, D/B/A as XCENT(4)

10.6     Agreement dated June 11, 2004 with World Choice Travel(4)

10.7     Promissory Notes dated February 2005(5)

10.8     Agreement for Lock-Up and Issuance of Shares(5)

10.9     Agreement dated March 10, 2005 with MoreMedia Direct(5)

16       Letter from DiRocco & Company re: change in accountant(4)

23.1     Consent of Independent Auditor(6)

23.2     Consent of Independent Auditor(6)
_________

(1) previously filed in Form SB-2 dated September 15, 2004
(2) previously filed in amendment to Form SB-2 dated January 4, 2005
(3) previously filed in amendment to Form SB-2 filed March 9, 2005
(4) previously filed in amendment to Form SB-2 filed April 18, 2005
(5) previously filed in amendment to Form SB-2 filed July 29, 2005

The following exhibits are filed with this report:

Exhibit 31 - 302 certification
Exhibit 32 - 906 certification

                                       37
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate fees billed for the fiscal year ended December 31,
2005 and 2004 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 $20,500 and $7,000,
respectively.

Audit related fees. The aggregate fees billed for the fiscal year ended December
31, 2005 and 2004 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. We did not incur any aggregate tax fees and expenses Baum & Company,
PA for the 2005 and 2004 fiscal years for professional services rendered for tax
compliance, tax advice, and tax planning.

All Other Fees. We did not incur any other fees from Baum & Company, PA for the
2005 and 2004 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 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.

                                       38
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date:    April 26, 2006                Pricester.com, Inc.

                                       /s/ Joe Puentes
                                       --------------------------
                                       By: Joe Puentes, President


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


Signature                     Capacity                        Date
---------                     --------                        ----


/s/Joe Puentes                CEO and Director                April 26, 2006
--------------------
Joe Puentes


/s/Edward C. Dillon           Director and CFO/Principal      April 26, 2006
--------------------          Accounting Officer
Edward C. Dillon


/s/Nelson Stark               Director                        April 26, 2006
--------------------
Nelson Stark


/s/Howard Neu                 Director                        April 26, 2006
--------------------
Howard Neu


                                       39
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)


                                    CONTENTS


Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Financial Statements:

   Consolidated Balance Sheet................................................F-3

   Consolidated Statements of Operations.....................................F-4

   Consolidated Statement of Changes in Stockholders' Deficit................F-5

   Consolidated Statements of Cash Flows.....................................F-6

Notes to Consolidated Financial Statements...........................F-7 to F-21



                                       F-1
<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 (a development stage company) as of December
31, 2005, and the related consolidated statements of operations, changes in
stockholders' deficit and cash flows for the years ended December 31, 2005 and
2004. 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 (a development stage company) as of December
31, 2005, and the results of their operations and their cash flows for the years
ended December 31, 2005 and 2004, 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 $2,500,169 and
has net losses and cash used in operations of $789,696 and $402,827,
respectively, for the year ended December 31, 2005. 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 8, 2006

                                       F-2
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2005


                                     ASSETS

CURRENT ASSETS:
  Cash .........................................................    $    42,832
  Accounst receivable ..........................................            946
  Due from shareholder .........................................          5,000
  Prepaid expenses .............................................          2,967
                                                                    -----------

    Total current assets .......................................         51,745
                                                                    -----------

PROPERTY AND EQUIPMENT, net ....................................          9,845
                                                                    -----------

OTHER ASSETS:
  Website development, net .....................................          2,905
  Deposits .....................................................          1,302
                                                                    -----------

    Total non-current assets ...................................          4,207
                                                                    -----------

Total assets ...................................................    $    65,797
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Loans payable ................................................    $     2,000
  Due to related party .........................................          3,035
  Accounts payable and accruals ................................         81,358
                                                                    -----------

    Total current liabilities ..................................         86,393
                                                                    -----------

STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value, 50,000,000 authorized,
   22,975,967 issued and outstanding ...........................         22,976
  Additional paid-in capital ...................................      2,456,597
  Deficit acculumated during development stage .................     (2,500,169)
                                                                    -----------

    Total stockholders' deficit ................................        (20,596)
                                                                    -----------

Total liabilities and stockholders' deficit ....................    $    65,797
                                                                    ===========

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
                                   PRICESTER.COM, INC. AND SUBSIDIARY
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                      For the Year
                                                    Ended December 31,          For the Period from
                                               ---------------------------   April 19, 2001 (inception)
                                                   2005           2004          to December 31, 2005
                                               ------------   ------------   --------------------------
<S>                                            <C>            <C>                   <C>
Net Sales ...................................  $     23,302   $      9,098          $     32,400
                                               ------------   ------------          ------------

Operating expenses:
  Advertising ...............................        60,817         91,703               152,520
  Professional fees .........................        42,520         78,328               128,659
  Consulting fees ...........................       136,160         55,598               136,160
  Compensation ..............................       171,013        910,752             1,368,030
  Other selling, general and administrative .       171,337        217,470               517,247
                                               ------------   ------------          ------------

    Total operating expenses ................       581,847      1,353,851             2,302,616
                                               ------------   ------------          ------------

Loss from operations ........................      (558,545)    (1,344,753)           (2,270,216)
                                               ------------   ------------          ------------

Other income (expenses):
  Interest income ...........................           151          1,520                 1,671
  Interest expense ..........................      (231,302)          (112)             (231,624)
                                               ------------   ------------          ------------

    Total other income (expenses) ...........      (231,151)         1,408              (229,953)
                                               ------------   ------------          ------------

Loss before provision for income taxes ......      (789,696)    (1,343,345)           (2,500,169)

Provision for income taxes ..................             -              -                     -
                                               ------------   ------------          ------------

Net loss ....................................  $   (789,696)  $ (1,343,345)         $ (2,500,169)
                                               ============   ============          ============

Net loss per common share - basic and diluted  $      (0.04)  $      (0.07)
                                               ============   ============

Weighted average number of shares
  outstanding - basic and diluted ...........    22,231,174     19,692,720
                                               ============   ============

                            See notes to consolidated financial statements.

                                                  F-4
</TABLE>
<PAGE>
<TABLE>
                                             PRICESTER.COM, INC. AND SUBSIDIARY
                                               (A DEVELOPMENT STAGE COMPANY)
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
   FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM APRIL 19, 2001 (INCEPTION) TO DECEMBER 31, 2005
<CAPTION>
                                                       Common Stock,                            Deficit
                                                      $.001 Par Value                         Accumulated         Total
                                                   ---------------------      Additional        During        Stockholder's
                                                   Number of                   Paid-in        Development        Equity
                                                     Shares      Amount        Capital           Stage          (Deficit)
                                                   ----------    -------     -----------      -----------     -------------
<S>                                                <C>           <C>         <C>              <C>              <C>
Balance, April 19, 2001 (inception) ...........             -    $     -     $         -      $         -      $         -

Issuance of common stock to founders for cash .    15,000,000     15,000         (14,900)               -              100

Net loss for the period ended December 31, 2000             -          -               -             (100)            (100)
                                                   ----------    -------     -----------      -----------      -----------

Balance, December 31, 2001 ....................    15,000,000     15,000         (14,900)            (100)               -

Sale of common stock ..........................        10,000         10             990                -            1,000

Common stock issued for services ..............        52,500         53           5,197                -            5,250

Net loss for the year ended December 31, 2002 .             -          -               -          (10,064)         (10,064)
                                                   ----------    -------     -----------      -----------      -----------

Balance, December 31, 2002 ....................    15,062,500     15,063          (8,713)         (10,164)          (3,814)

Sale of common stock ..........................     3,031,250      3,031         414,469                -          417,500

Common stock issued for services ..............       185,000        185          28,815                -           29,000

Net loss for the year ended December 31, 2003 .             -          -               -         (356,964)        (356,964)
                                                   ----------    -------     -----------      -----------      -----------

Balance, December 31, 2003 ....................    18,278,750     18,279         434,571         (367,128)          85,722

Sale of common stock ..........................     1,168,750      1,169         466,331                -          467,500

Common stock issued for services ..............     1,814,750      1,815         724,085                -          725,900

Net loss for the year ended December 31, 2004 .             -          -               -       (1,343,345)      (1,343,345)
                                                   ----------    -------     -----------      -----------      -----------

Balance, December 31, 2004 ....................    21,262,250     21,263       1,624,987       (1,710,473)         (64,223)

Recapitalization of the Company ...............     1,044,620      1,044         110,506                -          111,550

Sale of common stock ..........................       293,584        293         125,657                -          125,950

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

Common stock issued for services ..............       116,763        117          86,955                -           87,072

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

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

Net loss for the year ended December 31, 2005 .             -          -               -         (789,696)        (789,696)
                                                   ----------    -------     -----------      -----------      -----------

Balance, December 31, 2005 ....................    22,975,967    $22,976     $ 2,456,597      $(2,500,169)     $   (20,596)
                                                   ==========    =======     ===========      ===========      ===========

                                      See notes to consolidated financial statements.

                                                            F-5
</TABLE>
<PAGE>
<TABLE>
                                             PRICESTER.COM, INC. AND SUBSIDIARY
                                               (A DEVELOPMENT STAGE COMPANY)
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                            For the Year
                                                                         Ended December 31,          For the Period from
                                                                     -------------------------   April 19, 2001 (inception)
                                                                        2005           2004          to December 31, 2005
                                                                     -----------   -----------   --------------------------
<S>                                                                  <C>           <C>                   <C>
Cash flows from operating activities:
  Net loss ........................................................  $  (789,696)  $(1,343,345)          $(2,500,169)
                                                                     -----------   -----------           -----------
  Adjustments to reconcile net loss to net cash used in operations:
    Depreciation and amortization .................................        8,050         8,051                18,782
    Common stock issued for services ..............................       87,072       725,900               847,222
    Common stock issued for interest ..............................        6,250             -                 6,250
    Interest expense related to stock options granted to loan
    holders by officers as accommodation to Company ...............      225,000             -               225,000
  Changes in assets and liabilities:
    Accounts receivable ...........................................         (946)            -                  (946)
    Prepaid expenses and other ....................................         (140)       (2,827)               (2,967)
    Deposits ......................................................        2,145        (2,515)               (1,302)
    Accounts payable and accrued expenses .........................       60,433        42,099               106,359
    Deferred revenues .............................................         (995)          995                     -
                                                                     -----------   -----------           -----------

     Total adjustments ............................................      386,869       771,703             1,198,398
                                                                     -----------   -----------           -----------

Net cash used in operating activities .............................     (402,827)     (571,642)           (1,301,771)
                                                                     -----------   -----------           -----------

Cash flows from investing activities:
  Website development .............................................            -             -               (14,939)
  Purchase of property and equipment ..............................            -       (13,562)              (16,593)
                                                                     -----------   -----------           -----------

Net cash used in investing activities .............................            -       (13,562)              (31,532)
                                                                     -----------   -----------           -----------

Cash flows from financing activities:
  Proceeds from sale of common stock ..............................      125,950       467,500             1,012,050
  Proceeds from loans payable .....................................      262,500             -               262,500
  Repayment of loans payable ......................................       (8,000)            -                (8,000)
  Proceeds from loans payable - related party .....................            -       111,550               111,550
  Proceeds from (payments on) related party advances ..............        2,000        (3,178)                3,035
  Due from stockholder ............................................            -        (5,000)               (5,000)
                                                                     -----------   -----------           -----------

Net cash provided by financing activities .........................      382,450       570,872             1,376,135
                                                                     -----------   -----------           -----------

Net increase in cash ..............................................      (20,377)      (14,332)               42,832

Cash - beginning of period ........................................       63,209        77,541                     -
                                                                     -----------   -----------           -----------

Cash - end of period ..............................................  $    42,832   $    63,209           $    42,832
                                                                     ===========   ===========           ===========

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest ......................................................  $         -   $       112           $       322
                                                                     ===========   ===========           ===========
    Income taxes ..................................................  $         -   $         -           $         -
                                                                     ===========   ===========           ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued for services ................................  $    87,072   $   725,900           $   847,222
                                                                     ===========   ===========           ===========
  Donated common stock used to satisfy payables ...................  $    25,001   $         -           $    25,001
                                                                     ===========   ===========           ===========
  Common stock issued for debt and interest .......................  $   258,750   $         -           $   258,750
                                                                     ===========   ===========           ===========

                                      See notes to consolidated financial statements.

                                                            F-6
</TABLE>
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

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 #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.

The Company is 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 2005 and
2004 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.

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

                                       F-7
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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,
2005.

                                       F-8
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts, if any, are amortized over the respective vesting periods
of the option grant. The Company adopted the disclosure provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied.

The exercise prices of all options granted by the Company equal the market price
at the dates of grant. No compensation expense has been recognized. Had
compensation cost for the stock option plan been determined based on the fair
value of the options at the grant dates consistent with the method of SFAS 123,
"Accounting for Stock Based Compensation", the Company's net income and income
per share would have been changed to the pro forma amounts indicated below for
the years ended December 31, 2005 and 2004:

                                                       Year ended December 31,
                                                     --------------------------
                                                         2005           2004
                                                     -----------    -----------

Net loss as reported .............................   $  (789,696)   $(1,343,345)
Less: total stock-based employee compensation
expense determined under fair value based
method, net of related tax effect ................       (10,000)       (10,250)
                                                     -----------    -----------

Pro forma net loss ...............................   $  (799,696)   $(1,353,595)
                                                     ===========    ===========

Basic and diluted loss per share:
   As reported ...................................   $      (.04)   $      (.07)
                                                     ===========    ===========
   Pro forma .....................................   $      (.04)   $      (.07)
                                                     ===========    ===========

As a result of the Company's lack of common stock trading performance in each of
the respective years in this table, the overall strike prices of the outstanding
options, and the uncertainty about its future economic performance, management
has deemed the fair value per option to be $.01.

                                       F-9
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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").

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, 2005, 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, 2005 and 2004 amounted to $60,817 and $91,703, respectively.

                                      F-10
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

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

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

      o  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.

      o  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.

      o  Revenues from website hosting fees are recognized when earned.

Recent accounting pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective for the first fiscal year beginning after December 15,
2005. The Company is in process of evaluating the impact of this pronouncement
on its financial statements.

In April 2005, the Securities and Exchange Commission's Office of the Chief
Accountant and its Division of Corporation Finance has released Staff Accounting
Bulletin (SAB) No.107 to provide guidance regarding the application of FASB
Statement No. 123 (revised 2004), Share-Based Payment. Statement No. 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SAB 107 provides interpretative
guidance related to the interaction between Statement No. 123R and certain SEC
rules and regulations, as well as the staff's views regarding the valuation of
share-based payment arrangements for public companies.

                                      F-11
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements (continued)

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. When it is impracticable to determine the period-specific effects of an
accounting change on one or more individual prior periods presented, this
Statement requires that the new accounting principle be applied to the balances
of assets and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings (or other appropriate
components of equity or net assets in the statement of financial position) for
that period rather than being reported in an income statement.

When it is impracticable to determine the cumulative effect of applying a change
in accounting principle to all prior periods, this Statement requires that the
new accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. This Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The Company does not believe that the adoption of SFAS 154 will have a
significant effect on its financial statements.

On June 29, 2005, the EITF ratified Issue No. 05-2, "The Meaning of
`Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, `Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF Issue 05-2 provides guidance on determining whether
a convertible debt instrument is "conventional" for the purpose of determining
when an issuer is required to bifurcate a conversion option that is embedded in
convertible debt in accordance with SFAS 133. Issue No. 05-2 is effective for
new instruments entered into and instruments modified in reporting periods
beginning after June 29, 2005. The adoption of this pronouncement did not have a
material effect on the Company's financial statements.

                                      F-12
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements (continued)

In September 2005, Issue No. 05-4, "The Effect of a Liquidated Damages Clause on
a Freestanding Financial Instrument Subject to EITF Issue No. 00-19, `Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF 05-4 provides guidance to issuers as to how to
account for registration rights agreements that require an issuer to use its
"best efforts" to file a registration statement for the resale of equity
instruments and have it declared effective by the end of a specified grace
period and, if applicable, maintain the effectiveness of the registration
statement for a period of time or pay a liquidated damage penalty to the
investor. The Company has adopted view C of this pronouncement. Accordingly, the
Company has bifurcated registration rights from their related free standing
financial instruments and recorded them at fair value. The Company has adopted
view C of this pronouncement, which has resulted in the registration rights
being bifurcated and accounted for at fair value and the common stock purchase
warrants classified as equity.

In September 2005, the FASB ratified the Emerging Issues Task Force's ("EITF")
Issue No. 05-7, "Accounting for Modifications to Conversion Options Embedded in
Debt Instruments and Related Issues," which addresses whether a modification to
a conversion option that changes its fair value affects the recognition of
interest expense for the associated debt instrument after the modification and
whether a borrower should recognize a beneficial conversion feature, not a debt
extinguishment if a debt modification increases the intrinsic value of the debt
(for example, the modification reduces the conversion price of the debt). This
issue is effective for future modifications of debt instruments beginning in the
first interim or annual reporting period beginning after December 15, 2005. The
Company is currently in the process of evaluating the effect that the adoption
of this pronouncement may have on its financial statements.

In September 2005, the FASB also ratified the EITF's Issue No. 05-8, "Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature,"
which discusses whether the issuance of convertible debt with a beneficial
conversion feature results in a basis difference arising from the intrinsic
value of the beneficial conversion feature on the commitment date (which is
recorded in the shareholder's equity for book purposes, but as a liability for
income tax purposes), and, if so, whether that basis difference is a temporary
difference under FASB Statement No. 109, "Accounting for Income Taxes." This
Issue should be applied by retrospective application pursuant to Statement 154
to all instruments with a beneficial conversion feature accounted for under
Issue 00-27 included in financial statements for reporting periods beginning
after December 15, 2005. The Company is currently in the process of evaluating
the effect that the adoption of this pronouncement may have on its 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.

                                      F-13
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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' equity.

NOTE 2 - PROPERTY AND EQUIPMENT

At December 31, 2005, property and equipment consist of the following:

                                              Useful Life (Years)
                                              -------------------
Computer equipment and software                        5             $   12,264
Office furniture and fixtures and equipment            7                  4,328
                                                                     ----------
                                                                         16,592

Less accumulated depreciation                                            (6,748)
                                                                     ----------

                                                                     $    9,845
                                                                     ==========

For the years ended December 31, 2005 and 2004, depreciation expense amounted to
$3,070 and $3,071, respectively.

NOTE 3 - WEBSITE DEVELOPMENT COSTS

At December 31, 2005, website development costs consist of the following:

                                              Useful Life (Years)
                                              -------------------
Web development costs                                  3             $   14,939
Less:  accumulated amortization                                         (12,034)
                                                                     ----------

                                                                     $    2,905
                                                                     ==========

Amortization expense amounted to $4,980 and $4,980 for the year ended December
31, 2005 and 2004, respectively.

                                      F-14
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

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% 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.

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 $2,149,000 at December 31, 2005 expiring
through the year 2025. 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% change in ownership).

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

                                                 2005                2004
                                           ----------------    ----------------
Computed "expected" benefit .............  $(268,497)  (34%)   $(456,737)  (34%)
State tax benefit, net of federal effect     (31,588)   (4%)     (48,763)   (4%)
Other permanent differences .............     84,863    11%            -     -
Increase in valuation allowance .........    215,222    27%      505,500    38%
                                           ---------   ----    ---------   ----

                                           $       -     -     $       -     -
                                           =========   ====    =========   ====

                                      F-15
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 5 - INCOME TAXES (CONTINUED)

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:

                                                                        2005
                                                                      ---------

Deferred tax assets: .......................................          $ 865,022
    Net operating loss carryforward

Less:  Valuation allowance .................................           (865,022)
                                                                      ---------

                                                                              -
                                                                      =========

The valuation allowance at December 31, 2005 was $865,022. The increase during
fiscal 2005 was $215,222.

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 is in the development stage and has an
accumulated deficit of $2,500,169, had net losses for the year ended December
31, 2005 of $789,696, and had negative cash flows from operations of $402,827.
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. 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.

                                      F-16
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 7 - RELATED PARTY TRANSACTIONS

In 2004, a shareholder received funds from the Company in the form of demand
notes bearing no interest. At December 31, 2005, the balance on the amount owed
to the Company was $5,000. This balance was paid back in 2006.

Certain officers of the Company advance funds to the Company for working capital
purposes. The advances are non-interest bearing and are payable on demand. At
December 31, 2005, the Company owed these related parties $3,035.

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

In April 2001, the Company issued 15,000,000 shares of common stock to founding
shareholder at $0.00001 per share, for cash.

In October 2002, the Company issued 10,000 shares of common stock at $0.10 per
share, for cash.

In November 2002, The Company issued 52,500 shares of common stock at $0.10 per
share for services provided to the Company.

In August 2003, the Company issued 2,500,000 shares of common stock at $0.10 per
share, for cash of $25 and the balance of $249,975 being expensed to officers'
compensation.

In August 2003, the Company issued 150,000 shares of common stock at $0.10 per
share, for cash.

In August 2003, the Company issued 150,000 shares of common stock at $0.10 per
share, for services provided to the Company by an officer of the Company.

The Company used the $.10 per share measurement valuation for services from
September 2002 until September 2003. This value was reflective of the value of
the shares sold in an independent transaction during this time.

In September 2003, the Company issued 150,000 shares of common stock at $0.40
per share, for cash, pursuant to the terms of the Limited Offering Memorandum
dated September 3, 2003.

In September 2003, the Company issued 30,000 shares of common stock at $0.40 per
share, for services provided to the Company.

In September 2003, the Company issued 20,000 shares of common stock at $0.40 per
share, for services provided to the Company by two officers of the Company.

                                      F-17
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

Common Stock (continued)

In September 2003, the Company issued 178,750 shares of common stock at $0.40
per share, for cash, pursuant to the terms of the Limited Offering Memorandum
dated September 3, 2003.

In October 2003, the Company issued 1,000 shares of common stock at $0.40 per
share, for services provided to the Company.

In October 2003, the Company issued 12,500 shares of common stock at $0.40 per
share, for cash, pursuant to the terms of the Limited Offering Memorandum dated
September 3, 2003.

In November 2003, the Company issued 14,000 shares of common stock, at $0.40 per
share, for services provided to the Company.

In December 2003, the Company issued 5,000 shares of common stock, at $0.40 per
share, for services provided to the Company.

In December 2003, the Company issued 5,000 shares of common stock, at $0.40 per
share, for services provided to the Company by an officer of the Company.

The Company used the $.40 per share measurement valuation for services from
October 2003 until December 2003. This value was reflective of the value of the
shares sold in an independent transaction during this

During the three months ended March 31, 2004, the Company issued 294,750 share
of common stock as compensation at $0.40 per share, or $117,900, which
represents the fair market value of the stock at that date.

On April 5, 2004, the Company issued 10,000 share of common stock for officer's
compensation at $0.40 per share, or $4,000, which represents the fair market
value of the stock at that date.

On April 29, 2004, the Company issued 500,000 share of common stock for
officer's compensation at $0.40 per share, or $200,000, which represents the
fair market value of the stock at that date.

On April 30, 2004, the Company issued 5,000 share of common stock for director's
compensation at $0.40 per share, or $2,000, which represents the fair market
value of the stock at that date.

In May 6, 2004, the Company issued 5,000 share of common stock for employee
compensation at $0.40 per share, or $2,000, which represents the fair market
value of the stock at that date.

                                      F-18
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

Common Stock (continued)

In May 6, 2004, the Company issued 1,000,000 share of common stock for officer's
compensation at $0.40 per share, or $400,000, which represents the fair market
value of the stock at that date.

The Company used the $.40 per share measurement valuation for services from
April 2004 until May 2004. This value was reflective of the value of the shares
sold in an independent transaction during this time.

During 2004, the Company issued 1,168,750 shares of common stock at $0.40 per
share, or $467,500, pursuant to the terms of the Limited Offering Memorandum
dated September 3, 2003.

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.

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.

                                      F-19
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 8 - STOCKHOLDERS' EQUITY (CONTINUED)

Stock Options

In August 25, 2004, the company issued to corporate officers and directors,
options to purchase 1,010,000 shares of restricted common stock at an exercise
price $.40 per share, expiring within one year of the effective date of the
registration.

In November 18, 2004, the company issued to corporate officers, options to
purchase 15,000 shares of restricted common stock at an exercise price $.40 per
share, expiring within one year of the effective date of the registration.

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.

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. 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.

Stock option activity for the year ended December 31, 2005 is summarized as
follows:

                                                 Number of      Weighted average
                                                  shares         exercise price
                                                 ---------      ----------------
Outstanding at December 31, 2004 ..........      1,025,000           $0.40
     Granted ..............................      1,000,000            0.40
     Exercised ............................              -               -
                                                 ---------           -----

Outstanding at December 31, 2005 ..........      2,025,000           $0.40
                                                 =========           =====

                                      F-20
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE 8 - STOCKHOLDERS' EQUITY (CONTINUED)

The following table summarizes the Company's stock warrants outstanding at
December 31, 2005:

                             Options outstanding and exercisable
                       -----------------------------------------------
                                           Weighted           Weighted
                                            average            average
   Range of                                remaining          exercise
exercise price           Number              life               price
--------------         ---------         ------------         --------
    $ 0.40             2,025,000         1 year after           0.40
                                           effective
                                         registration

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, 2006 ........     $24,400
Period Ended December 31, 2007 ........     $12,400
                                            -------

   Total ..............................     $36,800
                                            =======

Rent expense, including common area charges and sales taxes, for the years ended
December 31, 2005 and 2004 was $32,789 and $27,541, respectively.

NOTE 10 - SUBSEQUENT EVENTS

During the three months ended March 31, 2006, the Company sold 76,000 shares for
net proceeds of $30,550.

During the three months ended March 31, 2006, the Company issued 105,000 shares
of common stock for services rendered. The Company valued these common shares at
the fair market value on the date of grant at $.50 per share or an aggregate of
$52,500. In connection with issuance of these shares, the Company recorded
stock-based consulting expense of $52,500.

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