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

                                   Form 10-QSB

(Mark One)

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

                    For the quarter ended September 30, 2007

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

              For the transition period from ________ to __________

                        Commission File Number: 001-11115

                               PRICESTER.COM, INC.
          (Exact name of small business issuer as specified in charter)

             NEVADA                                          41-2137356
(State or other jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)

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

                                 (954) 272-1200
                (Issuer's telephone number, including area code)

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 [ ]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 28,541,373 shares at October 15, 2007

Transitional Small Business Disclosure Format (Check one): Yes[ ] No [x]

<PAGE>
                               PRICESTER.COM, INC.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED September 30, 2007

                                      INDEX

                                                                            PAGE
                                                                            ----
PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements

         Consolidated Balance Sheet (Unaudited)
                  As of September 30, 2007.....................................3
         Consolidated Statements of Operations (Unaudited)
                  For the Three and Nine months Ended
                  September 30, 2007 and 2006..................................4
         Consolidated Statements of Cash Flows (Unaudited)
                  For the Nine months Ended September 30, 2007 and 2006........5

         Notes to Unaudited Consolidated Financial Statements...............6-12

         Item 2 - Management's Discussion and Analysis or
                  Plan of Operation........................................13-16

         Item 3 - Controls and Procedures.....................................17

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...........................................17

         Item 2 - Unregistered Sales of Equity Securities and
                  Use of Proceeds.............................................17

         Item 3 - Default Upon Senior Securities..............................18

         Item 4 - Submission of Matters to a Vote of Security Holders.........18

         Item 5 - Other Information...........................................18

         Item 6 - Exhibits....................................................18

         Signatures...........................................................19

                                      -2-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS:
        Cash                                                     $    18,124
        Subscription receivable                                        5,000
                                                                 -----------

               Total current assets                                   23,124

PROPERTY AND EQUIPMENT, net                                            4,678
                                                                 -----------

Total assets                                                     $    27,802
                                                                 ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
        Accounts payable and accrued expenses                    $    36,710
        Due to related parties                                       190,785
        Deferred revenue                                               2,604
                                                                 -----------

               Total current liabilities                             230,099
                                                                 -----------

STOCKHOLDERS' DEFICIT:
        Common stock, $0.001 par value, 50,000,000 authorized,
               28,541,373 issued and outstanding                      28,541
        Additional paid-in capital                                 4,256,485
        Accumulated deficit                                       (4,155,189)
        Deferred compensation - stock based                         (332,134)
                                                                 -----------

               Total stockholders' deficit                          (202,297)
                                                                 -----------

Total liabilities and stockholders' deficit                      $    27,802
                                                                 ===========






            See notes to unaudited consolidated financial statements.

                                       -3-

<PAGE>

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

<TABLE>
<CAPTION>
                                                  For the Three Months Ended     For the Nine Months Ended
                                                         September 30,                 September 30,
                                                ----------------------------    ----------------------------
                                                    2007            2006            2007            2006
                                                ------------    ------------    ------------    ------------
                                                 (Unaudited)     (Unaudited)    (Unaudited)      (Unaudited)
<S>                                             <C>             <C>             <C>             <C>
Net Sales                                       $     46,805    $     37,348    $    147,686    $     85,493
                                                ------------    ------------    ------------    ------------

Operating expenses:
   Advertising                                           626             791           3,660           7,150
   Professional fees                                   1,499            2545          23,837          16,839
   Consulting fees                                   122,618           13286         567,035          41,086
   Compensation                                       83,063           65616         584,140         186,636
   Other selling, general and administrative          48,358           61362         154,215         171,537
                                                ------------    ------------    ------------    ------------

         Total operating expenses                    256,164         143,600       1,332,887         423,248
                                                ------------    ------------    ------------    ------------

Loss from operations                                (209,359)       (106,252)     (1,185,201)       (337,755)
                                                ------------    ------------    ------------    ------------

Other income (expenses):
   Interest income                                        --              14              --             161
   Interest expense                                       --              --              --            (350)
                                                ------------    ------------    ------------    ------------

         Total other income (expenses)                    --              14              --            (189)
                                                ------------    ------------    ------------    ------------

Loss before provision for income taxes              (209,359)       (106,238)     (1,185,201)       (337,944)

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

Net loss                                        $   (209,359)   $   (106,238)   $ (1,185,201)   $   (337,944)
                                                ============    ============    ============    ============


Net loss per common share - basic and diluted   $      (0.01)   $         --    $      (0.04)   $      (0.01)
                                                ============    ============    ============    ============

Weighted average number of shares
   outstanding - basic and diluted                28,055,069      23,914,171      26,370,494      23,606,060
                                                ============    ============    ============    ============
</TABLE>




            See notes to unaudited consolidated financial statements.

                                       -4-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                          For the Nine Months Ended
                                                                                 September 30,
                                                                          --------------------------
                                                                              2007           2006
                                                                          -----------    -----------
                                                                          (Unaudited)    (Unaudited)
<S>                                                                       <C>            <C>
Cash flows from operating activities:
      Net loss                                                            $(1,185,201)   $  (337,944)
                                                                          -----------    -----------
      Adjustments to reconcile net loss to net cash used in operations:
            Depreciation and amortization                                       2,345          5,233
            Common stock issued for services                                  407,280          7,500
            Amortization of deferred compensation                             608,768         37,500
            Donation of former officer's compensation                          15,000             --
      Changes in assets and liabilities:
            Accounts receivable                                                    --           (330)
            Prepaid expenses and other                                          3,000            (33)
            Due from stockholder                                                   --          5,000
            Deposits                                                            1,302             --
            Accounts payable and accrued expenses                             (12,085)        (3,028)
            Deferred revenues                                                  (5,352)         8,753
                                                                          -----------    -----------

                        Total adjustments                                   1,020,258         60,595
                                                                          -----------    -----------

Net cash used in operating activities                                        (164,943)      (277,349)
                                                                          -----------    -----------
Cash flows from investing activities:
      Capital expenditures                                                         --           (279)
                                                                          -----------    -----------
Net cash used in investing activities                                              --           (279)
                                                                          -----------    -----------
Cash flows from financing activities:
      Proceeds from sale of common stock and issuance of treasury stock        98,339        186,950
      Repayment of loans payable                                                   --         (2,000)
      Proceeds from related parties                                            75,500         74,600
      Payments on related party advances                                      (18,600)          (750)
                                                                          -----------    -----------
Net cash provided by financing activities                                     155,239        258,800
                                                                          -----------    -----------
Net decrease in cash                                                           (9,704)       (18,828)

Cash - beginning of the year                                                   27,828         42,832
                                                                          -----------    -----------

Cash - end of the period                                                  $    18,124    $    24,004
                                                                          ===========    ===========

Supplemental disclosure of cash flow information:
      Cash paid for :
            Interest                                                      $        --    $       350
                                                                          ===========    ===========
            Income taxes                                                  $        --    $        --
                                                                          ===========    ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
            Common stock issued for future services                       $   219,400    $    37,500
                                                                          ===========    ===========
            Common stock issued for settlement of accounts payable        $        --    $    10,000
                                                                          ===========    ===========
            Common stock and option issued for services and
               compensation                                               $   635,380    $    20,000
                                                                          ===========    ===========

</TABLE>

            See notes to unaudited consolidated financial statements.

                                       -5-

<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, the financial statements do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included and
such adjustments are of a normal recurring nature. These consolidated financial
statements should be read in conjunction with the financial statements for the
year ended December 31, 2006 and notes thereto contained in the Report on Form
10-KSB of Pricester.com, Inc. and Subsidiary ("our Company" or the "Company") as
filed with the Securities and Exchange Commission (the "Commission"). The
results of operations for the nine months ended September 30, 2007 are not
necessarily indicative of the results for the full fiscal year ending December
31, 2007.

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

Organization

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

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

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

Use of Estimates

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

Cash and Cash Equivalents

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

                                      -6-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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

Fair Value of Financial Instruments

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

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

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 nine months ended
September 30, 2007.

Non-employee Stock-Based Compensation

The cost of stock based compensation awards issued to non-employees for services
are recorded at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines enumerated in Emerging
Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity Instruments That
Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18").

                                      -7-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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

Stock-Based Compensation

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

Prior to January 1, 2006, the Company accounted for stock-based employee
compensation plans (including shares issued under its stock option plans) in
accordance with APB Opinion No. 25 and followed the pro forma net income, pro
forma income per share, and stock-based compensation plan disclosure
requirements set forth in the Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation ("SFAS No. 123"). For the nine
months ended September 30, 2007, the Company did not grant any stock options to
employees.

Net Loss per Common Share

Basic loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. The computation
of diluted net earnings per share does not include dilutive common stock
equivalents in the weighted average shares outstanding as they would be
anti-dilutive. As of September 30, 2007, there were options to purchase
3,025,000 shares of common stock which could potentially dilute future earnings
per share.

Income Taxes

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

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. Web
          hosting fees received in advance are reflected as deferred revenue on
          the accompanying balance sheet.

                                      -8-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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

Recent accounting pronouncements

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

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

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

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

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company is currently assessing the impact, if any,
the adoption of SFAS 159 will have on its financial statements.

                                      -9-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

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

Recent accounting pronouncements (continued)

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

Reclassifications

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

NOTE 2 - RELATED PARTY TRANSACTIONS

Certain officers of the Company advance funds to the Company for working capital
purposes. The advances are non-interest bearing and are payable on demand. At
September 30, 2007, the Company owed these related parties $190,785.

The former chief technical officer donated compensation amounting to
approximately $15,000 during the nine months ended September 30, 2007. The
donation is recorded as additional paid-in capital and a corresponding increase
to operating expenses.

NOTE 3 - STOCKHOLDERS' DEFICIT

Common Stock

During the nine months ended September 30, 2007, the Company received net
proceeds of $98,339 and a subscription receivable of $5,000 from the sale of
857,856 shares of the Company's common stock and 1,000,000 shares of treasury
stock. The Company collected the subscription receivable in October 2007.

On February 20, 2007, the Company issued 180,000 shares of common stock for
services rendered to a director of the Company. The Company valued these common
shares at the fair market value on the date of grant at $.55 per share or
$99,000. In connection with issuance of these shares, the Company recorded
non-cash compensation expense of $99,000 during the nine months ended September
30, 2007.

On April 1, 2007, in connection with a twelve month consulting agreement, the
Company issued 400,000 shares of common stock for corporate advisory services.
The Company valued these common shares at the fair market value on the date of
grant at $.34 per share or $136,000. In connection with the issuance of these
shares during the nine months ended September 30, 2007, the Company recorded
stock based consulting expense of $68,000 and deferred consulting expense of
$68,000 to be amortized over the balance of the service period.

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

In April 2007, in connection with a three month consulting agreement, the
Company issued 100,000 shares of common stock for corporate advisory services.
The Company valued these common shares at the fair market value on the date of
grant at $.23 per share or $23,000. In connection with issuance of these shares,
the Company recorded stock based consulting expense of $23,000 during the nine
months ended September 30, 2007.

                                      -10-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

NOTE 3 - STOCKHOLDERS' DEFICIT (CONTINUED)

Common Stock (continued)

On April 24, 2007, the Company agreed to issue 500,000 shares of common stock to
the Company's CEO for services to be rendered in the future. The Company valued
these common shares at the fair market value on the date of grant at $.26 per
share or $130,000. In connection with these shares, the Company recorded stock
based compensation during the nine months ended September 30, 2007 of $55,833
and deferred compensation of $74,167 to be amortized over the balance of the
service period.

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

In May 2007, the Company issued in aggregate 136,900 shares of common stock to
various employees of the Company for services rendered. The Company valued these
common shares at the fair market value on the date of grants ranging from $.20
to $.25 per share or $28,880 and has been recorded as stock based compensation
during the nine months ended September 30, 2007.

In May 2007, in connection with a three month consulting agreement, the Company
issued 200,000 shares of common stock for corporate advisory services. The
Company valued these common shares at the fair market value on the date of grant
at $.38 per share or $76,000. Additionally, in June 2007 the Company issued
200,000 shares of common stock to extend the term of this consulting agreement
up to December 14, 2007. The Company valued these common shares at the fair
market value on the date of grant at $.13 per share or $26,000. In connection
with issuance of these shares during the nine months ended September 30, 2007,
the Company recorded stock based consulting expense of $74,278 and deferred
compensation of $27,722 to be amortized as of the end of the service period.

On June 28, 2007, in connection with a twelve month consulting agreement, the
Company issued 350,000 shares of common stock for corporate advisory services.
The Company valued these common shares at the fair market value on the date of
grant at $.19 per share or $66,500. In connection with the issuance of these
shares during the nine months ended September 30, 2007, the Company recorded
stock based consulting expense of $16,989 and deferred consulting expense of
$49,511 to be amortized over the service period.

In August 2007, the Company issued in aggregate 105,000 shares of common stock
to two employees of the Company for services rendered. The Company valued these
common shares at the fair market value on the date of grant at $.09 per share or
$9,450 and has been recorded as stock based compensation during the nine months
ended September 30, 2007.

Stock Options

On June 28, 2007, the Company granted one-year options to purchase 1,000,000
shares of common stock in connection with a twelve month consulting agreement
for corporate advisory services at an exercise price of $.05 per share. The
Company valued these options utilizing the Black-Scholes options pricing model
at approximately $0.16 or $154,902. For the nine months ended September 30,
2007, in connection with these options, the Company recorded stock based
consulting expense of $42,168 and deferred compensation of $112,734 to be
amortized over the service period.

                                      -11-
<PAGE>
                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007

NOTE 3 - STOCKHOLDERS' DEFICIT (CONTINUED)

Stock option activity for the nine months ended September 30, 2007 is summarized
as follows:

                                                              WEIGHTED AVERAGE
                                       NUMBER OF OPTIONS       EXERCISE PRICE
                                       -----------------      ----------------
Balance at beginning of year               2,025,000               $ 0.40

Granted                                    1,000,000                 0.05
Exercised                                         --                   --
Forfeited                                         --                   --
                                           ---------               ------
Balance at end of period                   3,025,000               $ 0.28
                                           =========               ======

Options exercisable at end of period       3,025,000               $ 0.28
                                           =========               ======

The following table summarizes the Company's stock option outstanding at
September 30, 2007:

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

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

           $ 0.05        1,000,000     1 year             0.05

NOTE 4 - 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 has an accumulated deficit of
$4,155,189 at September 30, 2007, had net losses and negative cash flows from
operations for the nine months ended September 30, 2007 of $1,185,201 and
$164,943, respectively. While the Company is attempting to increase revenues,
the growth has not been significant enough to support the Company's daily
operations. For the year 2006, the Company sold 830,400 common shares for net
proceeds of $191,950. Additionally, during the nine months ended September 30,
2007, the Company received net proceeds of $98,339 and a subscription receivable
of $5,000 from the sale of 857,856 shares of the Company's common stock and
1,000,000 shares of treasury stock.

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

NOTE 5 - SUBSEQUENT EVENTS

In October 2007, the Company collected the subscription receivable amounting to
$5,000.
                                      -12-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This report on Form 10-QSB 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.

OVERVIEW

         Through December 31, 2005, we were a developmental stage e-commerce
company. We currently operate an e-commerce website that enables any business to
establish 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.

PLAN OF OPERATIONS

         We have only received minimal revenues. 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 Pricester Custom
Designed Websites, transaction fees and hosting 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.

GOING CONCERN

         As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of $4,155,189, a working capital deficit of $206,975
at September 30, 2007, had net losses for the nine months ended September 30,
2007 of $1,185,201, and cash used in operations during the nine months ended
September 30, 2007 of $164,943. 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. include the useful life of property and equipment and web
development costs and stock-based compensation.

         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.

                                      -13-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

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

         We follow the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, we record
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 our various revenues streams:

         We have 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. Web
         hosting fees received in advance are reflected as deferred revenue on
         the accompanying balance sheet.

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

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2006

         Net sales for the nine months ended September 30, 2007 were $147,686 as
compared to net sales of $85,493 for the nine months ended September 30, 2006,
an increase of $62,193 or approximately 73%. We are continuing to create
customer awareness for our products. Additionally, we have increased our
marketing efforts and began offering website hosting services.

         Total operating expenses for the nine months ended September 30, 2007
were $1,332,887, an increase of $909,639, or approximately 215%, from total
operating expenses in the nine months ended September 30, 2006 of $423,248. This
increase is primarily attributable to:

     *   a decrease of $3,490, or approximately 49%, in advertising expense
         incurred to promote our website and products. The decrease was
         attributable to decreased spending due to limited financial resources;
     *   an increase of $6,998, or approximately 42%, in professional fees
         incurred in connection with our SEC filings;
     *   an increase of $525,949 in consulting fees in connection with the
         issuance of our common stock for services rendered and amortization of
         deferred compensation;
     *   an increase of $397,504, or 213%, in compensation expense to $584,140
         for the nine months ended September 30, 2007 as compared to $186,636
         for the nine months ended September 30, 2006. This increase is a result
         of increases in overall compensation expense primarily due to increased
         staff due to the hiring of additional sales and website design
         personnel and the issuance of our common stock to various employees for
         services rendered amounting to $137,330 during the nine months ended
         September 30, 2007. We also recorded stock based compensation of
         $258,850 to our CEO for past services rendered during the nine months
         ended September 30, 2007.

                                      -14-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

     *   a decrease of $17,322, or approximately 10%, in other selling, general
         and administrative expenses as a result of decrease spending in general
         expenses and office expenses due to limited resources.

         We reported a loss from operations of $1,185,201 for nine months ended
September 30, 2007 as compared to a loss from operations of $337,755 for nine
months ended September 30, 2006. Although there can be no assurances, we
anticipate that during the fiscal year ending December 31, 2007 our ongoing
marketing efforts will result in an increase in our net sales from those
reported in fiscal 2006. To support these increased sales we anticipate that our
operating expenses will also increase during the fiscal year ending December 31,
2007 as compared to the fiscal 2006. We are, however, unable to predict at this
time the amount of any such increase in operating expenses.

         Total other expense decreased $189, or approximately 100%, for nine
months ended September 30, 2007 as compared to nine months ended September 30,
2006. Included in this net decrease is:

     *   a decrease in interest income of $161 for the nine months ended
         September 30, 2007 ;
     *   a decrease of $350, in interest expense for the nine months ended
         September 30, 2007 as compared to nine months ended September 30, 2006
         which reflects a decrease in our borrowings.

         We reported a net loss of $1,185,201 or $(.04) per share for the nine
months ended September 30, 2007 as compared to a net loss of $337,944 or $(.01)
per share for the nine months ended September 30, 2006.

THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2006

         Net sales for the three months ended September 30, 2007 were $46,805 as
compared to net sales of $37,348 for the three months ended September 30, 2006,
an increase of $9,457 or approximately 25%. We are continuing to create customer
awareness for our products. Additionally, we have increased our marketing
efforts and began offering website hosting services.

         Total operating expenses for the three months ended September 30, 2007
were $256,164, an increase of $112,564, or approximately 78%, from total
operating expenses in the three months ended September 30, 2006 of $143,600.
This increase is primarily attributable to:

     *    an increase of $109,332 in consulting fees in connection with the
          issuance of our common stock for services rendered and amortization of
          deferred compensation;
     *    an increase of $17,447, or 27%, in compensation expense to $83,063 for
          the three months ended September 30, 2007 as compared to $65,616 for
          the three months ended September 30, 2006. This increase is a result
          of increases in overall compensation expense primarily due to
          increased staff due to the hiring of additional sales and website
          design personnel and the issuance of our common stock to various
          employees for services rendered during the three months ended
          September 30, 2007.
     *    a decrease of $13,004, or approximately 21%, in other selling, general
          and administrative expenses as a result of decrease spending in
          general expenses and office expenses due to limited resources.

         We reported a loss from operations of $209,359 for three months ended
September 30, 2007 as compared to a loss from operations of $106,252 for the
three months ended September 30, 2006.

         Total other expense decreased $14, or approximately 100%, for the three
months ended September 30, 2007 as compared to three months ended September 30,
2006.

         We reported a net loss of $209,359 or $(.01) per share for the three
months ended September 30, 2007 as compared to a net loss of $106,238 or $(.00)
per share for the three months ended September 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash flows used in operating activities for the nine months ended
September 30, 2007 amounted to $164,943 and was primarily attributable to our
net losses of $1,185,201 offset by non-cash compensation of $407,280,
amortization of deferred compensation of $608,768, depreciation of $2,345,
donation of former officer's compensation of $15,000 and net changes in assets
and liabilities of ($13,135). Net cash flows used in operating activities for
the nine months ended September 30, 2006 amounted to $277,349 and was primarily
attributable to our net losses of $337,944 offset by stock-based non-cash
compensation of $7,500, amortization of deferred compensation of $37,500,
depreciation of $5,233, and changes in assets and liabilities.

         Net cash flows used in investing activities for the nine months ended
September 30, 2006 amounted to $279 as compared to net cash used in investing
activities of $0 for the nine months ended September 30, 2007. For the nine
months ended September 30, 2006, we used cash for capital expenditures of $279.

         Net cash flows provided by financing activities was $155,239 for the
nine months ended September 30, 2007 as compared to net cash provided by
financing activities of $258,800 for the nine months ended September 30, 2006, a
decrease of $103,561. For the nine months ended September 30, 2007, we received
proceeds from the sale of common stock and treasury stock of $98,339
and proceeds of $75,500 from related party advances offset by the repayment of
related party advances of $18,600. For the nine months ended September 30, 2006,
we received proceeds from the sale of common stock of $186,950 and proceeds of
$74,600 from related party advances offset by the repayment of related party
advances of $750 and the repayment of loans payable of $2,000.

                                      -15-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

         We reported a net decrease in cash for the nine months ended September
30, 2007 of $9,704 as compared to a net decrease in cash of $18,828 for the nine
months ended September 30, 2006. At September 30, 2007, we had cash on hand of
$18,124.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

         In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company is currently assessing the impact, if any,
the adoption of SFAS 159 will have on its financial statements.

         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.

                                      -16-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         Our Chief Executive Officer and Chief Financial Officer (collectively,
the "Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date as of the end of the period
covered by this Quarterly Report, and subject to the limitations noted
hereinafter, the Certifying Officers have concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in this Quarterly Report is accumulated and communicated to management,
including our principal executive officers as appropriate, to allow timely
decisions regarding required disclosure.

         There was no change in the Company's internal control over financial
reporting identified in connection with our evaluation that occurred during its
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.

         Our management, including each of the Certifying Officers, does not
expect that our disclosure controls or our internal controls will prevent all
error and fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people or by management override of
the control. The design of any systems of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         During the three months ended September 30, 2007, we sold 180,000
shares of our common stock and issued 1,000,000 shares of treasury stock for net
proceeds of $25,000.

         On April 24, 2007, we agreed to issue 500,000 shares of common stock to
our CEO for services to be rendered in the future which shares were issued in
August 2007.

         In August 2007, we issued in aggregate 105,000 shares of common stock
to two employees for services rendered.

                                      -17-
<PAGE>

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4 - SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5 - OTHER INFORMATION

         None

ITEM 6 - EXHIBITS

         31.1 Certification of the Chief Executive Officer pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002

         31.2 Certification of the Chief Financial Officer pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002

         32.1 Certification of Chief Executive Officer Certification pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002

         32.2 Certification of Chief Financial Officer Certification pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002

                                      -18-
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused his report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     Pricester.com, Inc.

                                                     By: /s/ Edward C. Dillon
                                                        ---------------------
November 13, 2007                                       Edward C. Dillon
                                                        Chief Executive Officer

                                      -19-