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 June 30, 2006

[_] 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)


                         3900 Hollywood Blvd., Suite 203
                            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: 23,895,867 shares at July 10, 2006

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

<PAGE>

                               PRICESTER.COM, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2006


                                      INDEX


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Balance Sheet (Unaudited)
             As of June 30, 2006..........................................     3

      Consolidated Statements of Operations (Unaudited)
             For the Three Months and Six Months Ended June 30, 2006
             and 2005 ....................................................     4

      Consolidated Statements of Cash Flows (Unaudited)
             For the Six Months Ended June 30, 2006 and 2005..............     5

      Notes to Consolidated Financial Statements .........................  6-11

      Item 2 - Management's Discussion and Analysis or Plan of Operation.. 12-15

      Item 3 - Controls and Procedures....................................    15

PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings..........................................    15

      Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds    15

      Item 3 - Default Upon Senior Securities.............................    16

      Item 4 - Submission of Matters to a Vote of Security Holders........    16

      Item 5 - Other Information..........................................    16

      Item 6 - Exhibits...................................................    16

      Signatures..........................................................    16

                                       -2-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2006
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash .........................................................    $    19,498
  Accounts receivable ..........................................            550
  Other current asset ..........................................            250
                                                                    -----------

    Total current assets .......................................         20,298
                                                                    -----------

PROPERTY AND EQUIPMENT, net ....................................          8,579
                                                                    -----------

OTHER ASSETS:
  Website development, net .....................................            415
  Deposits .....................................................          1,302
                                                                    -----------

    Total non-current assets ...................................          1,717
                                                                    -----------

Total assets ...................................................    $    30,594
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accruals ................................    $    59,568
  Due to related party .........................................          2,285
  Deferred revenue .............................................          6,093
                                                                    -----------

    Total current liabilities ..................................         67,946
                                                                    -----------

STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value, 50,000,000 authorized,
    23,895,867 issued and 22,895,867 outstanding ...............         23,896
  Additional paid-in capital ...................................      2,696,627
  Accumulated deficit ..........................................     (2,731,875)
  Treasury stock, at par (1,000,000 shares) ....................         (1,000)
  Deferred compensation ........................................        (25,000)
                                                                    -----------

    Total stockholders' deficit ................................        (37,352)
                                                                    -----------

Total liabilities and stockholders' deficit ....................    $    30,594
                                                                    ===========

            See notes to unaudited consolidated financial statements.

                                       -3-
<PAGE>
<TABLE>
                                   PRICESTER.COM, INC. AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                  For the Three Months           For the Six Months
                                                     Ended June 30,                Ended June 30,
                                              ---------------------------   ---------------------------
                                                  2006           2005           2006           2005
                                              ------------   ------------   ------------   ------------
                                               (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
<S>                                           <C>            <C>            <C>            <C>
Net Sales ................................... $     25,766   $      3,998   $     48,145   $      9,189
                                              ------------   ------------   ------------   ------------

Operating expenses:
   Advertising ..............................        1,127         12,195          6,359         34,991
   Professional fees ........................       12,794            438         14,294         24,320
   Consulting fees ..........................       12,800          2,100         27,800          6,738
   Compensation .............................       72,223         41,267        121,020         81,356
   Other selling, general and administrative        59,364         32,553        110,175         89,541
                                              ------------   ------------   ------------   ------------

         Total operating expenses ...........      158,308         88,553        279,648        236,946
                                              ------------   ------------   ------------   ------------

Loss from operations ........................     (132,542)       (84,555)      (231,503)      (227,757)
                                              ------------   ------------   ------------   ------------

Other income (expenses):
   Interest income ..........................          111             21            147            111
   Interest expense .........................            -         (1,953)          (350)        (2,706)
                                              ------------   ------------   ------------   ------------

         Total other income (expenses) ......          111         (1,932)          (203)        (2,595)
                                              ------------   ------------   ------------   ------------

Loss before provision for income taxes ......     (132,431)       (86,487)      (231,706)      (230,352)

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

Net loss .................................... $   (132,431)  $    (86,487)  $   (231,706)  $   (230,352)
                                              ============   ============   ============   ============

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

Weighted average number of shares
   outstanding - basic and diluted ..........   23,819,402     22,306,870     23,449,451     22,306,870
                                              ============   ============   ============   ============

                        See notes to unaudited consolidated financial statements.

                                                   -4-
</TABLE>
<PAGE>
<TABLE>
                                   PRICESTER.COM, INC. AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                 For the Six Months
                                                                                   Ended June 30,
                                                                             --------------------------
                                                                                2006             2005
                                                                             ---------        ---------
                                                                            (Unaudited)      (Unaudited)
<S>                                                                          <C>              <C>
Cash flows from operating activities:
  Net loss ............................................................      $(231,706)       $(230,352)
                                                                             ---------        ---------
  Adjustments to reconcile net loss to net cash used in operations:
    Depreciation and amortization .....................................          4,035            5,189
    Common stock issued for services ..................................         20,000                -
    Amortization of deferred compensation .............................         12,500                -
  Changes in assets and liabilities:
    Accounts receivable ...............................................            396                -
    Prepaid expenses and other ........................................          2,717            2,827
    Due from stockholder ..............................................          5,000                -
    Deposits ..........................................................              -            2,145
    Accounts payable and accrued expenses .............................        (11,790)           2,648
    Deferred revenues .................................................          6,093             (995)
                                                                             ---------        ---------

      Total adjustments ...............................................         38,951           11,814
                                                                             ---------        ---------

Net cash used in operating activities .................................       (192,755)        (218,538)
                                                                             ---------        ---------

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 ..................................        172,450                -
  Proceeds from notes payable .........................................              -          165,000
  Repayment of loans payable ..........................................         (2,000)               -
  Payments on related party advances ..................................           (750)               -
                                                                             ---------        ---------

Net cash provided by financing activities .............................        169,700          165,000
                                                                             ---------        ---------

Net decrease in cash ..................................................        (23,334)         (53,538)

Cash - beginning of period ............................................         42,832           63,209
                                                                             ---------        ---------

Cash - end of period ..................................................      $  19,498        $   9,671
                                                                             =========        =========

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Common stock issued for services ..................................      $  20,000        $       -
                                                                             =========        =========
    Donated common stock used to satisfy payables .....................      $       -        $  10,800
                                                                             =========        =========
    Common stock issued for future services ...........................      $  37,500        $       -
                                                                             =========        =========
    Common stock issued for settlement of accounts payable ............      $  10,000        $       -
                                                                             =========        =========

                        See notes to unaudited consolidated financial statements.

                                                   -5-
</TABLE>
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

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, 2005 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 six months ended June 30, 2006 are not necessarily
indicative of the results for the full fiscal year ending December 31, 2006.

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

                                       -6-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

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.

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.

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.

                                       -7-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

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

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 period ended June 30,
2006.

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"). The exercise
prices of all options granted by the Company equal the market price at the dates
of grant in the 2005 period. 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 loss and loss per
share would have been changed to the pro forma amounts indicated below for the
six months ended June 30, 2005:

      Net loss as reported .................................    $(230,352)
      Less: total stock-based employee
      compensation expense determined under fair
      value based method, net of related tax effect ........      (10,000)
                                                                ---------

      Pro forma net loss ...................................    $(240,352)
                                                                =========

      Basic and diluted loss per share:
         As reported .......................................    $    (.01)
                                                                =========
         Pro forma .........................................    $    (.01)
                                                                =========

                                       -8-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

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

Stock-based compensation (continued)
------------------------------------

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, based on the Black-Scholes
option valuation model calculation.

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").

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. Diluted income
per share is computed by dividing net income by the weighted average number of
shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. At June 30, 2006, there were warrants
to purchase 2,025,000 shares of common stock, which could potentially dilute
future earnings per share.

Recent accounting pronouncements
--------------------------------

In February 2006 the Financial Accounting Standards Board issued Statement No.
155 ("SFAS No 155"), "Accounting for Certain Hybrid Instruments: An Amendment of
FASB Statements No. 133 and 140". Management does not believe that this
statement will have a significant impact as the Company does not use such
instruments.

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' equity.

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
June 30, 2006, the Company owed these related parties $2,285.

                                       -9-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

NOTE 3 - STOCKHOLDERS' DEFICIT

Common Stock
------------

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

During the three months ended March 31, 2006, the Company issued 105,000 shares
of common stock for business development services and director services. The
Company valued these common shares at the fair market value on the date of grant
at per share price of $.50 based on the current selling price of common shares
or an aggregate of $52,500. In connection with issuance of these shares, for the
six months ended June 30, 2006, the Company recorded stock-based consulting
expense of $27,500 and deferred compensation of $25,000 which will amortized
over the remaining service period.

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

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

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

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

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

Stock option activity for the six months ended June 30, 2006 is summarized as
follows:

                                             Number of    Weighted average
                                               shares      exercise price
                                             ---------    ----------------
      Outstanding at December 31, 2005 ...   2,025,000         $ 0.40
           Granted .......................           -              -
           Exercised .....................           -              -
                                             ---------         ------

      Outstanding at June 30, 2006 .......   2,025,000         $ 0.40
                                             =========         ======

The following table summarizes the Company's stock option outstanding at June
30, 2006:

                                 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

                                      -10-
<PAGE>

                       PRICESTER.COM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

NOTE 4 - GOING CONCERN CONSIDERATIONS

The accompanying financial statements are prepared assuming the Company will
continue as a going concern. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business over
a reasonable length of time. The Company was in the development stage through
December 31, 2005 and has an accumulated deficit of $2,731,875 at June 30, 2006,
had net losses and negative cash flows from operations for the six months ended
June 30, 2006 of $231,706 and $192,755, respectively. While the Company is
attempting to increase revenues, the growth has not been significant enough to
support the Company's daily operations. During the year ended December 31, 2005,
the Company borrowed $262,500 for working capital purposes and sold common
shares for net proceeds of $125,950. Additionally, during the six months ended
June 30, 2006, the Company sold common shares for net proceeds of $172,450.

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.

                                      -11-
<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 $2,731,875, a working capital deficit of $47,648
at June 30, 2006, had net losses for the six months ended June 30, 2006 of
$231,706, and cash used in operations during the six months ended June 30, 2006
of $192,755. 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.

                                      -12-
<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.

         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

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

         Net sales for the six months ended June 30, 2006 were $48,145 as
compared to net sales of $9,189 for the six months ended June 30, 2005, an
increase of $38,956 or approximately 424%. 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 six months ended June 30, 2006 were
$279,648, an increase of $42,702, or approximately 18%, from total operating
expenses in the six months ended June 30, 2005 of $236,946. This increase is
primarily attributable to:

      *  a decrease of $28,632, or approximately 82%, 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 $10,026, or approximately 41%, in professional fees
         incurred in connection with our SEC filings;

      *  an increase of $21,062 in consulting fees in connection with the
         issuance of our common stock for services rendered and amortization of
         deferred compensation;

      *  an increase of $39,664, or 49%, in compensation expense to $121,020 for
         the six months ended June 30, 2006 as compared to $81,356 for the six
         months ended June 30, 2005. This increase is a result of increases in
         overall compensation expense due to increased staff due to the hiring
         of additional sales and website design personnel.

                                      -13-
<PAGE>

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

      *  an increase of $20,634, or approximately 23%, in other selling, general
         and administrative expenses as a result of increase in general expenses
         and office expenses associated with increase operations of
         approximately $42,000. This increase was offset by a decrease in site
         maintenance of approximately $21,000.

         We reported a loss from operations of $231,503 for six months ended
June 30, 2006 as compared to a loss from operations of $227,757 for six months
ended June 30, 2005. 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 expense decreased $2,392, or approximately 92%, for six
months ended June 30, 2006 as compared to six months ended June 30, 2005.
Included in this net decrease is:

      *  an increase in interest income of $36 for the six months ended June 30,
         2006;

      *  a decrease of $2,356, or 87%, in interest expense for the six months
         ended June 30, 2006 as compared to six months ended June 30, 2005 which
         reflects a decrease in our borrowings.

         We reported a net loss of $231,706 or $(.01) per share for the six
months ended June 30, 2006 as compared to a net loss of $230,352 or $(.01) per
share for the six months ended June 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

         During the year ended December 31, 2005, we borrowed $262,500 from
various parties for working capital purposes. Prior to December 31, 2005, we
repaid $8,000 of these loans and issued 258,750 shares of common stock at $1.00
per share to loan holders for settlement of $252,500 of this debt and accrued
interest payable of $6,250. During the six months ended June 30, 2006, we repaid
the remaining $2,000 loan.

         During 2005 and 2004, we received net proceeds of $125,950 and $467,500
from the sale of our common stock. Additionally, during the six months ended
June 30, 2006, we received net proceeds of $172,450 from the sale of our common
stock. These funds were used for working capital purposes.

         Net cash flows used in operating activities for the six months ended
June 30, 2006 amounted to $192,755 and was primarily attributable to our net
losses of $231,706 offset by non-cash compensation of $20,000, amortization of
deferred compensation of $12,500, and changes in assets and liabilities. Cash
used in operations for the six months ended June 30, 2005, was $218,538
attributable to our net loss of $230,352 offset by depreciation of $5,189 and
changes in assets and liabilities.

         Net cash flows provided by financing activities was $169,700 for the
six months ended June 30, 2006 as compared to net cash provided by financing
activities of $165,000 for the six months ended June 30, 2005, an increase of
$4,700. For the six months ended June 30, 2006, we received proceeds from the
sale of common stock of $172,450 offset by the repayment of related party
advances of $750 and the repayment of loans payable of $2,000. For the six
months ended June 30, 2005, we received proceeds from loans payable of $165,000.

         We reported a net decrease in cash for the six months ended June 30,
2006 of $23,334 as compared to a net decrease in cash of $53,538 for the six
months ended June 30, 2005. At June 30, 2006, we had cash on hand of $19,498.

                                      -14-
<PAGE>

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

RECENT ACCOUNTING PRONOUNCEMENTS

         In February 2006 the Financial Accounting Standards Board issued
Statement No. 155 ("SFAS No 155"), "Accounting for Certain Hybrid Instruments:
An Amendment of FASB Statements No. 133 and 140". Management does not believe
that this statement will have a significant impact as the Company does not use
such instruments.

         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 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 June 30, 2006, we sold 454,333 shares of
         our common stock for net proceeds of $85,100.

         During the three months ended June 30, 2005, we issued 20,000 shares of
         common stock to an employee for services performed.

         During the six months ended June 30, 2005, we issued 20,000 shares of
         common stock in connection with a settlement of accounts payable.

                                      -15-
<PAGE>

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None

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

         We held a Board of Directors meeting on April 6, 2006 and conducted an
         election of Officers. The results are as follows:

         o  Chief Executive Officer - Edward C. Dillon

         o  President - Joe Puentes

         o  Chief Financial Officer and Secretary & Treasurer - Dr. Nelson Stark

         o  Chairman of the Board - Howard Neu

         o  Director - Edward J. Dillon

         o  Director of International Development - Steve Kontos

         o  Director - Ivan Jimenez

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


                                   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.

August 1, 2006                          By: /s/ Edward C. Dillon
                                            --------------------
                                            Edward C. Dillon
                                            Chief Executive Officer

                                      -16-