SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended June 30, 2008

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________

Commission File Number      0-50773


Pricester.com, Inc.
(Exact name of Registrant in its charter)

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

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

Registrant's Telephone number, including area code: (972) 272-1200

Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):

Large accelerated filer [ ]      Non-accelerated filer [ ]
Accelerated filer  [ ]           Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes  [x]      No [  ]

The number of outstanding shares of the registrant's common stock,
August 15, 2008:

  Common Stock  -  58,180,400



<PAGE>2
PRICESTER.COM, INC.
FORM 10-Q
For the quarterly period ended June 30, 2008
INDEX

                                                             Page
                                                             ----

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)                      3
Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations      20
Item 3.  Quantitative and Qualitative Disclosure About
           Market Risk                                        27
Item 4T. Controls and Procedures                              27

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                    28
Item 1A. Risk Factors                                         28
Item 2.  Unregistered Sales of Equity Securities and Use
           of Proceeds                                        28
Item 3.  Defaults upon Senior Securities                      28
Item 4.  Submission of Matters to a Vote of Security
           Holders                                            28
Item 5.  Other Information                                    28
Item 6.  Exhibits                                             28

SIGNATURES



<PAGE>3
PART I
FINANCIAL INFORMATION

Item I - FINANCIAL STATEMENTS

PRICESTER.COM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                      Year ended
                                                   June 30,           December 31,
                                                     2008                2007
                                                 -------------       ------------
                                                  (UNAUDITED)           (AUDITED)

                                                   <c>                  <c>
ASSETS

CURRENT ASSETS:
   Cash                                           $     32,086       $        850
   Prepaid expense and other current asset             188,193            144,280
                                                  ------------       ------------
   Total current assets                                220,279            145,130
                                                  ------------       ------------
PROPERTY AND EQUIPMENT, net                              2,633              3,895
                                                  ------------       ------------
Total assets                                      $    222,912       $    149,025
                                                  ============       ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses          $    136,923       $     73,421
   Convertible debt                                  1,026,371            131,500
   Note payable                                         15,647                  -
   Loans payable                                        40,000                  -
   Due to related parties                               82,385             63,285
   Deferred revenue                                      1,106              1,692
                                                  ------------       ------------
   Total current liabilities                         1,302,432            269,898
                                                  ------------       ------------

STOCKHOLDERS' DEFICIT:
   Common stock, par value $0.001,
    300,000,000 authorized, 51,270,026 and
     28,945,873 issued and outstanding at June 30,
     2008 and December 31, 2007, respectively           51,270             28,949
   Additional paid-in-capital                        6,181,918          4,287,378
   Accumulated deficit                              (7,278,958)        (4,437,200)
                                                  ------------       ------------
   Total stockholders' deficit                      (1,079,520)          (120,873)
                                                  ------------       ------------
Total liabilities and stockholders' deficit       $    222,912       $    149,025
                                                  ============       ============
</TABLE>
See notes to unaudited
consolidated financial statements



<PAGE>4
PRICESTER.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                For the Three Months Ended    For the Six Months Ended
                                     2008         2007            2008         2007
                                  ----------   ----------      ----------   ----------
                                 (Unaudited)   (Unaudited)    (Unaudited)  (Unaudited)

                                   <c>          <c>             <c>         <c>
Net Sales                        $    23,094     $  44,323   $    47,910   $   100,881
                                 -----------     ---------   -----------   -----------

Operating expenses
  Advertising                          5,001         2,270         5,502        3,034
  Professional fees                    7,242         3,313         9,492       22,338
  Consulting fees                     60,521       112,917       202,329      444,417
  Compensation                        43,200        94,427       290,470      501,077
  Other selling, general and
    administrative                    37,249        49,675        82,652      105,857
                                 -----------     ---------   -----------   ----------
    Total operating expenses         153,213       262,602       590,445    1,076,723
                                 -----------     ---------   -----------   -----------
Loss from operations                (130,119)     (218,279)     (542,535)    (975,842)
                                 -----------     ---------   -----------   ----------
Other income and (expenses):
  Other expense                            -             -           (75)           -
  Gain on settlement of debt         469,284             -       469,284            -
  Impairment expense              (1,717,602)            -    (1,717,602)           -
  Interest expense                (1,050,830)            -    (1,050,830)           -
                                 -----------     ---------   -----------   ----------
    Total other income (expenses) (2,299,148)            -    (2,299,223)           -
                                 -----------     ---------   -----------   ----------

Loss before provision for
  income taxes                    (2,429,267)     (218,279)   (2,841,758)    (975,842)
                                 -----------     ---------   -----------   ----------
Provision for income taxes                 -             -             -            -
                                 -----------     ---------   -----------   ----------
  Net loss                       $(2,429,267)    $(218,279)  $(2,841,758)  $ (975,842)
                                 ===========     =========   ===========   ==========

Net loss per common share
    - basic and diluted          $     (0.06)    $   (0.01)  $    (0.07)   $    (0.04)
                                 ===========     =========   ==========    ==========
  Weighted average number of
   shares utstanding- basic
   and diluted                    44,021,129    26,450,570   40,484,195    25,514,249
                                 ===========    ==========   ==========    ==========
</TABLE>
See notes to unaudited
consolidated financial statements



<PAGE>5
PRICESTER.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                       For the Six Months Ended
                                                                June 30,
                                                       --------------------------
                                                         2008              2007
                                                         ----              ----
                                                     (Unaudited)       (Unaudited)

                                                      <c>               <c>
Cash flows from operating activities:
  Net loss                                           $(2,841,758)      $ (975,842)
                                                      ----------       ----------
  Adjustments to reconcile net loss to net cash
   used in operations:
    Depreciation and amortization                          1,262            1,563
    Common stock issued for services                     266,000          397,830
    Stock warrants issued for services                    17,894                -
    Amortization of prepaid expense in connection
      with deferred compensation                         127,585          453,651
    Donation of former officer's compensation                  -           13,000
    Gain on settlement of debt                          (469,284)               -
    Interest expense in connection with the
      settlement agreement                             1,049,717                -
    Impairment of goodwill                             1,717,602                -
  Changes in assets and liabilities:
    Prepaid expenses and other                                 -            3,000
    Accounts payable and accrued expenses                (22,308)          (8,412)
    Deferred revenues                                       (586)          (3,837)
                                                       ---------        ---------
          Total adjustments                            2,687,882          856,795
                                                       ---------        ---------
Net cash used in operating activities                   (153,876)        (119,047)
                                                       ---------        ---------
Cash flows from financing activities:
  Proceeds from sale of common stock                     265,712           58,339
  Proceeds from related parties                            8,000           70,500
  Payments on related party advances                     (88,600)         (18,600)
                                                       ---------        ---------
Net cash provided by financing activities                185,112          110,239
                                                       ---------        ---------
Net increase (decrease) in cash                           31,236           (8,808)
Cash - beginning of the year                                 850           27,828
                                                       ---------        ---------
Cash - end of the period                               $  32,086        $  19,020
                                                       =========        =========
Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                           $       -        $       -
                                                       =========        =========
    Income taxes                                       $       -        $       -
                                                       =========        =========



<PAGE>6

NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
  Common stock issued for future services              $ 226,400        $       -
                                                       =========        =========
  Common stock issued for settlement of loans          $  55,146        $       -
                                                       =========        =========
</TABLE>
See notes to unaudited
consolidated financial statements



<PAGE>7

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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-
Q.  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, 2007 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, 2008 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2008.

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.


<PAGE>8

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

In May 2008, the Company obtained through a vote of majority of its
shareholders the approval to increase the authorized common shares from
50,000,000 to 300,000,000 shares of common stock at $0.001 par value.


On May 22, 2008, the Company completed a merger with Genesis
Electronics, Inc., a Delaware corporation ("Genesis") which is
described below.

The merger is being accounted for as a purchase method acquisition
pursuant to Statement of Financial Accounting Standards No. 141
"Business Combinations".  Accordingly, the purchase price was allocated
to the fair value of the assets acquired and the liabilities assumed.
The Company is the acquirer for accounting purposes and Genesis is the
acquired company.

Genesis was originally formed in Delaware on October 22, 2001 and is
engaged on the development of solar and alternative energy applications
for consumer devices such as mobile phones.

Merger with Options

On May 22, 2008, the Company entered into an Agreement of Merger and
Plan of Share Exchange (the "Merger Agreement") by and among the
Company, Genesis Electronics, Inc. ("Genesis") and the Genesis
Stockholders.  Upon closing of the merger transaction contemplated
under the Merger Agreement (the "Merger"), on May 22, 2008 the Company
merged with Genesis and became a wholly-owned subsidiary of the
Company.

The merger consideration included the issuance of 1,904,781 shares of
the Company's stock valued at $0.03 per share (applying EITF 99-12
"Determination of the Measurement Date for the Market Price of Acquirer
Securities Issued in a Purchase Business Combination"). The total
purchase price was common stock valued at $57,144.

The Company accounted for the merger utilizing the purchase method of
accounting in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations".  The Company is the
acquirer for accounting purposes and Genesis is the acquired company.
Accordingly, the Company applied push-down accounting and adjusted to
fair value all of the assets and liabilities directly on the financial
statements of the Subsidiary, Genesis Electronics, Inc.  The net
purchase price, including acquisition costs paid by the Company, was
allocated to the liabilities assumed on the records of the Company as
follows:



<PAGE>9

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

Goodwill                               1,717,602
Liabilities assumed                   (1,660,458)
                                        --------
Net purchase price                     $  57,143
                                      ==========

Since the Company has minimal revenues, has incurred losses and cash
used in operations, the Company deemed the acquired goodwill to be
impaired and wrote-off the goodwill on the acquisition date.

Accordingly, for the six months ended June 30, 2008, the Company
recorded an impairment of goodwill of $1,717,602 on the accompanying
statement of operations.

Unaudited pro forma results of operations data as if the Company and
Genesis had occurred as of January 1, 2007, are as follows:

                     The Company and Genesis
                                           For the six months ended
                                    June 30, 2008         June 30, 2007
                                    -------------         -------------

Pro forma revenues                   $   47,910             $  100,881
Pro forma loss from operations         (542,535)            (1,137,269)
Pro forma net loss                   (2,841,758)            (1,143,139)
Pro forma loss per share             $    (0.07)            $    (0.04)
Pro forma diluted loss per share     $    (0.07)            $    (0.04)

Pro forma data does not purport to be indicative of the results that
would have been obtained had these events actually occurred at January
1, 2007 and is not intended to be a projection of future results.

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 2008 and 2007 include
the valuation of stock-based compensation, and the useful life of
Property, equipment and website development.



<PAGE>10

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

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

Property and Equipment

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

Website Development

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

Impairment of Long-lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," The Company periodically reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be fully recoverable.  The
Company recognizes an impairment loss when the sum of expected
undiscounted future cash flows is less than the carrying amount of the
asset.  The amount of impairment is measured as the difference between
the asset's estimated fair value and its book value.  On May 22, 2008,
the Company entered into an Agreement of Merger and Plan of Share
Exchange (the "Merger Agreement") by and among the Company, Genesis

<PAGE>11

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

Electronics, Inc. ("Genesis") and the Genesis Stockholders.  Upon
closing of the merger transaction contemplated under the Merger
Agreement (the "Merger"), on May 22, 2008 the Company merged with
Genesis and became a wholly-owned subsidiary of the Company.  The
Company accounted for the merger utilizing the purchase method of
accounting in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations".  The purchase price
was allocated to the liabilities assumed based on their fair values.
Since we have minimal revenues, have incurred losses and used cash in
operations, the Company deemed the acquired goodwill to be impaired and
wrote-off the goodwill on the acquisition date.  Accordingly, for the
six months ended June 30, 2008, the Company recorded an impairment of
goodwill of $1,717,602 on the accompanying statement of operations.

Non-employee Stock-Based Compensation

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

Stock-Based Compensation

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

Prior to January 1, 2006, the Company accounted for stock-based
employee compensation plans (including shares issued under its stock
option plans) in accordance with APB Opinion No. 25 and followed the
pro forma net income, pro forma income per share, and stock-based
compensation plan disclosure requirements set forth in the Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS No. 123").  For the six months ended June 30,
2008, the Company did not grant any stock options to employees.



<PAGE>12

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

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 June 30, 2008, there
were options and warrants to purchase 2,525,000 shares of common stock
which could potentially dilute future earnings per share.

Income Taxes

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

Research and Development

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

Revenue Recognition

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

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

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

<PAGE>13

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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


Recent accounting pronouncements

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

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

On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157").  SFAS 157 defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value measurements.
In February 2008, the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position, "FSP FAS 157-2-Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of
SFAS 157 for one year for certain nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least
annually).  Excluded from the scope of SFAS 157 are certain leasing
transactions accounted for under SFAS No. 13, "Accounting for Leases."
The exclusion does not apply to fair value measurements of assets and
liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS 157.  The
Company does not expect that the adoption of the provisions of FSP 157-
2 will have a material impact on its financial position, cash flows or
results of operations.



<PAGE>14

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

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

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  This
statement requires companies to provide enhanced disclosures about (a)
how and why they use derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect a company's financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008.  The Company will adopt the new
disclosure requirements on or before the required effective date and
thus will provide additional disclosures in its financial statements
when adopted.

In April 2008, FASB Staff Position No. 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) was issued.  This standard
amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets.  FSP 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years.  Early adoption is prohibited. The
Company has not determined the impact on its financial statements of
this accounting standard.

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.

Reclassification

Certain amounts in the 2007 consolidated financial statements have been
reclassified to conform to the 2008 presentation.  Such
reclassifications had no effect on the reported net loss.


NOTE 2 - LOANS PAYABLE

The former chief technical officer advanced funds to the Company for
working capital purposes. The advances are non-interest bearing and are
payable on demand.  At December 31, 2007, the Company owed $131,500 as
reflected in the accompanying balance sheet. In January 2008, the
related party affiliates of the Company assumed the total debt from the
former chief technical officer of the Company in exchange for shares of
stocks owned by such related party affiliate. At June 30, 2008, the
Company owed $0 to the former chief technical officer.

<PAGE>15

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

NOTE 2 - LOANS PAYABLE         (CONTINUED)

On May 22, 2008, in connection with the Merger, the Company assumed
loans payable from certain third parties. These loans bear 8% interest
per annum and are payable on demand.  As of June 30, 2008, loans
payable and related accrued interest amounted to $40,000 and $6,771,
respectively.


NOTE 3 - 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. A t June 30, 2008 and December 31, 2007, the Company
owed these related parties $82,385 and $63,285, respectively.


NOTE 4 - NOTE PAYABLE

On May 22, 2008, in connection with the Merger, the Company assumed a
note payable from a third party. These loans bear 8% interest per annum
and is payable on demand. As of June 30, 2008, note payable and related
accrued interest amounted to $15,647 and $5,602, respectively.


NOTE 5 - CONVERTIBLE DEBT

On May 22, 2008, in connection with the Merger, the Company assumed
certain debts from a third party, Corporate Debt Solutions ("Corporate
Debt") amounting to $1,049,717. Corporate Debt assumed a total of
$1,049,717 of promissory notes issued by two former officers of Genesis
and a certain third party.  These promissory notes were issued to the
Company's subsidiary, Genesis.  Immediately following the closing of
the Merger, on May 23, 2008, the Company entered into a settlement
agreement with Corporate Debt Solutions ("Corporate Debt"). Pursuant to
the settlement agreement, the Company shall issue shares of common
stock and deliver to Corporate Debt, to satisfy the principal and
interest due and owing through the issuance of freely trading
securities of up to 100,000,000 shares. The parties have agreed that
Corporate Debt shall have no ownership rights to the Settlement Shares
not yet issued until it has affirmed to the Company that it releases
the Company for the proportionate amount of claims represented by each
issuance.  The said requested number of shares of common stock is not
to exceed 4.99% of the outstanding stock of the Company at any one
time.  In connection with this settlement agreement, the Company
recorded and deemed such debt as a convertible liability with a fixed
conversion price of $0.01.  Accordingly, the Company recognized a total
debt discount of $1,049,717 due to a beneficial conversion feature and
such debt discount was immediately amortized to interest expense during
the six months ended June 30, 2008.

<PAGE>11

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

NOTE 5 - CONVERTIBLE DEBT         (CONTINUED)

The Company had an outstanding balance of approximately $1,399,490 to
two former officers of Genesis which had been included in current
liabilities prior to this settlement.  Pursuant to this settlement
agreement, the Company settled for $930,206 (included in the $1,049,717
discussed above) and the Company was released from further claim. The
Company has recognized a gain from debt settlement of $469,284 during
the six months ended June 30, 2008.

In June 2008, the Company issued 2,223,456 shares in connection with
the conversion of this convertible debt.  The fair value of such shares
issued amounted to approximately $23,346.


NOTE 6 - GOING CONCERN

The accompanying financial statements are prepared assuming the Company
will continue as a going concern.  Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business over a reasonable length of time.  The Company was
in the development stage through December 31, 2005 and has an
accumulated deficit of $7,278,958 at June 30, 2008, had net losses and
negative cash flows from operations for the six months ended June 30,
2008 of $2,841,758 and $153,876, 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 six
months ended June 30, 2008, the Company sold 9,726,916 common shares
for net proceeds of $265,712.

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


NOTE 7 - STOCKHOLDERS' DEFICIT

Common Stock

During the six months ended June 30, 2008, the Company received net
proceeds of $265,712 and subscription receivable of $33,750 from the
sale of 9,726,916 shares of the Company's common stock.


<PAGE>17

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

NOTE 7 - STOCKHOLDERS' DEFICIT          (Continued)

In January 2008, the Company issued 66,000 shares of common stock to
officers of the Company in connection with a settlement of related
party loans of $31,800.

In January 2008, in connection with a three month consulting agreement,
the Company issued 800,000 shares of common stock for investor
relations services.  The Company valued these common shares at the fair
market value on the date of grant at $.07 per share or $56,000. In
connection with issuance of these shares, the Company recorded stock-
based consulting expense of $56,000 during the six months ended June
30, 2008.

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

In February 2008, in connection with a twelve month consulting
agreement, the Company issued 500,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.18 per share or
$90,000.  In connection with issuance of these shares, during the six
months ended June 30, 2008, the Company recorded stock-based consulting
expense of $30,000 and prepaid expense of $60,000 to be amortized over
the balance of the service period.

In February 2008, the Company amended a consulting agreement entered
into on June 28, 2007, whereby the consultant will no longer receive
the 1,000,000 options to purchase the Company's common stock but
instead shall receive 1,000,000 shares of the Company's common stock.
The Company valued these common shares at the fair market value on the
date of grant at $.10 per share or $100,000.  The Company has
recognized stock-based consulting expense of $80,668 during fiscal
2007, in connection with this agreement.  Accordingly, as a result of
this amended agreement, the Company has recognized stock-based
consulting expense of $19,332 and has reversed the unamortized portion
of $54,902 in prepaid expense related to the valuation of the stock
options during the six months ended June 30, 2008.

On May 22, 2008, in connection with the Merger Agreement, the Company
issued 1,904,781 shares of common stock valued at $0.03 per share or
$57,144.  The Company valued these common shares at the fair market
value on the date of grant.




<PAGE>18

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

NOTE 7 - STOCKHOLDERS' DEFICIT          (Continued)

In June 2008, in connection with a consulting agreement, the Company
issued 3,100,000 shares of common stock for investor relations
services.  The Company valued these common shares at the fair market
value on the date of grant at $.04 per share or $136,400.  In
connection with issuance of these shares, the Company recorded stock-
based consulting expense of $11,367 and prepaid expense of $125,033 to
be amortized over the balance of the service period.

In June 2008, the Company issued 2,223,456 shares in connection with
the conversion of this convertible debt. The fair value of such shares
issued amounted to approximately $23,346.

Stock Options

A summary of the stock options as of June 30, 2008 and changes during
the periods is presented below:

                                                              Weighted
                                                              Average
                                        Number of             Exercise
                                         Options                Price
                                        ---------            ----------
Balance at beginning of year            3,025,000              $ 0.28
Granted                                         -                   -
Exercised                                       -                   -
Cancelled                              (1,000,000)               0.05
                                       ----------              ------
Balance at end of period                2,025,000              $ 0.40
                                       ==========              ======
Options exercisable at end of period    2,025,000              $ 0.40
                                       ==========              ======


The following table summarizes the Company's stock option outstanding
at June 30, 2008:

                              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



<PAGE>19

Pricester.com, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
June 30, 2008

NOTE 7 - STOCKHOLDERS' DEFICIT          (Continued)

Stock Warrants

In May 2008, the Company granted a two-year warrant to purchase 500,000
shares of common stock in connection with a consulting agreement at an
exercise price of $0.035 per share. The Company valued these warrants
utilizing the Black-Scholes options pricing model at $0.03 per share or
$17,894.


NOTE 8 - SUBSEQUENT EVENTS

In July 2008, the Company received net proceeds of $3,000 from the sale
of 100,000 shares of the Company's common stock.

Since June 30, 2008, the Company issued an aggregate of 6,810,374
shares in connection with the conversion of a convertible debt (see
Note 5). The fair value of such shares issued amounted to approximately
$71,509.




<PAGE>20

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

This report on Form 10-Q 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.

On May 22, 2008, we completed a merger with Genesis Electronics, Inc.,
a Delaware corporation ("Genesis").

The merger is being accounted for as a purchase method acquisition
pursuant to Statement of Financial Accounting Standards No. 141
"Business Combinations".  Accordingly, the purchase price was allocated
to the fair value of the assets acquired and the liabilities assumed.
We are the acquirer for accounting purposes and Genesis is the acquired
company.

Genesis was originally formed in Delaware on October 22, 2001 and is
engaged on the development of solar and alternative energy applications
for consumer devices such as mobile phones.

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 the Pricester Custom Designed Websites, hosting and
transaction fees, our revenues are not increasing at a rate sufficient
to cover our monthly expenses in the near future.  We will have to seek
alternative funding through debt or equity financing in the next twelve
months that could result in increased dilution to the shareholders.  No
specific terms of possible equity or debt financing have been
determined or pursued.



<PAGE>21

GOING CONCERN

As reflected in the accompanying consolidated financial statements, we
had an accumulated deficit of $7,278,958, a working capital deficit of
$1,082,153, had net losses for the six months ended June 30, 2008 of
$2,841,758 and cash used in operations during the six months ended June
30, 2008 of $(153,876).  While we are attempting to increase sales, it
has not been significant enough to support the Company's daily
operations.  We will attempt to raise additional funds by way of a
public or private offering.  While we believe in the viability of our
strategy to improve sales volume and in our ability to raise additional
funds, there can be no assurances to that effect.  Our limited
financial resources have prevented us from aggressively advertising our
products and services to achieve consumer recognition.  Our ability to
continue as a going concern is dependent on our ability to further
implement our business plan and generate increased revenues.

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

<PAGE>22

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

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

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

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

Results of Operations.

Six months ended June 30, 2008 compared to six months ended June 30,
2007

Net sales for the six months ended June 30, 2008 were $47,910 as
compared to net sales of $100,881 for the six months ended June 30,
2007, a decrease of $52,971 or approximately 53%.  The decrease in
revenues is primarily attributable to the non renewal of subscribers
who had completed their annual hosting commitment during the six months
ended June 30, 2008.  We are continuing to create customer awareness
for our products.  We have developed an aggressive strategy to increase
revenues by restructuring our sales force, revisiting the terms of
hosting and creating other attractive sales packages.  Additionally, we
have increased our marketing efforts and began offering website hosting
services.  There can be no assurances that we will continue to
recognize similar net revenue in future periods or that we will ever
report profitable operations.

Total operating expenses for the six months ended June 30, 2008 were
$590,445, a decrease of $486,278, or approximately 45%, from total
operating expenses in the six months ended June 30, 2007 of $1,076,723.
This decrease is primarily attributable to:

   -   an increase of $2,468, or approximately 81%, in advertising
expense incurred to promote our website and products.  The increase is
due to the launched of our Copia World International Shopping Portal
division,

   -   a decrease of $12,846, or approximately 58%, in professional
fees incurred in connection with our SEC filings,

<PAGE>23

   -   a decrease of $242,088, or approximately 54%, in consulting fees
in connection with the issuance of our common stock for services
rendered and amortization of prepaid expense in connection with
deferred compensation in 2007.  This decrease is primarily attributable
to the decrease in fair values of our common stock during the six
months ended June 30, 2008 as compared to the same period in fiscal
2007,

   -   a decrease of $210,607, or 42%, in compensation expense to
$290,470 for the six months ended June 30, 2008 as compared to $501,077
for the six months ended June 30, 2007. Compensation expense which
include salaries and stock based compensations to our employees.
During the six months ended June 30, 2008, the Company issued in
aggregate 3,000,000 shares of common stock to our CEO and an officer in
connection with their employment agreements dated January 14, 2008.
The decrease is attributable to a decrease in stock based compensation
attributable to the fair value of common shares issued for services to
our CEO and certain employees during the same period in fiscal 2007,

   -   a decrease of $23,205, or approximately 22%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.

We reported a loss from operations of $(542,535) for the six months
ended June 30, 2008 as compared to a loss from operations of $(975,842)
for the six months ended June 30, 2007.

Total other expense for the six months ended June 30, 2008 were
$2,299,223, an increase of $2,299,223, from total other expense in the
six months ended June 30, 2007 of $0.  This increase is primarily
attributable to:

  -  an increase of $1,717,602 in impairment expense as a result of our
acquisition of Genesis which resulted to a recognition of goodwill. We
deemed the acquired goodwill to be impaired and wrote-off the goodwill
on the acquisition date.

  -  an increase of $1,050,830 in interest expense as a result of the
assumption of certain convertible debt in connection with a settlement
agreement entered into on May 23, 2008. We also recognized a gain on
settlement of debt of $469,284 to a former officer of Genesis in
connection with this settlement agreement.

We reported a net loss of $(2,841,758) or (0.07) per share for the six
months ended June 30, 2008  as compared to a net loss of $(975,842) or
$(0.04) per share for the six months ended June 30, 2007.

Three months ended June 30, 2008 compared to three months ended June
30, 2007

Net sales for the three months ended June 30, 2008 were $23,094 as
compared to net sales of $44,323 for the three months ended June 30,
2007, a decrease of $21,229 or approximately 21%.  The decrease in

<PAGE>24

revenues is primarily attributable to the non renewal of subscribers
who had completed their annual hosting commitment during the three
months ended June 30, 2008. We are continuing to create customer
awareness for our products. We have developed an aggressive strategy to
increase revenues by restructuring our sales force, revisiting the
terms of hosting and creating other attractive sales packages.
Additionally, we have increased our marketing efforts and began
offering website hosting services. There can be no assurances that we
will continue to recognize similar net revenue in future periods or
that we will ever report profitable operations.

Total operating expenses for the three months ended June 30, 2008 were
$153,213, a decrease of $109,389, or approximately 10%, from total
operating expenses in the three months ended June 30, 2007 of $262,602.
This decrease is primarily attributable to:

  -  an increase of $2,731, or approximately 90%, in advertising
expense incurred to promote our website and products. The increase is
due to the launched of our Copia World International Shopping Portal
division,


  -  an increase of $3,929, or approximately 8%, in professional fees
incurred in connection with our SEC filings. The increase is due to an
increase in accounting fees,

  -  a decrease of $52,396, or approximately 12%, in consulting fees in
connection with the issuance of our common stock for services rendered
and amortization of prepaid expense in connection with deferred
compensation in 2007. This decrease is primarily attributable to the
decrease in fair values of our common stock during the three months
ended June 30, 2008 as compared to the same period in fiscal 2007,

  -  a decrease of $51,227, or 10%, in compensation expense to $43,200
for the three months ended June 30, 2008 as compared to $94,427 for the
three months ended June 30, 2007. Compensation expense which include
salaries and stock based compensations to our employees. The decrease
is attributable to a decrease in stock based compensation attributable
to the fair value of common shares issued for services to our CEO and
certain employees during the same period in fiscal 2007,

  -  a decrease of $12,426, or approximately 12%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.

We reported a loss from operations of $(130,119) for the three months
ended June 30, 2008 as compared to a loss from operations of $(218,279)
for the three months ended June 30, 2007.

Total other expense for the three months ended June 30, 2008 were
$2,299,148, an increase of $2,299,148, from total other expense in the
three months ended June 30, 2007 of $0. This increase is primarily
attributable to:

<PAGE>25

  -  an increase of $1,717,602 in impairment expense as a result of our
acquisition of Genesis which resulted to a recognition of goodwill. We
deemed the acquired goodwill to be impaired and wrote-off the goodwill
on the acquisition date.

  -  an increase of $1,050,830 in interest expense as a result of the
assumption of certain convertible debt in connection with a settlement
agreement entered into on May 23, 2008. We also recognized a gain on
settlement of debt of $469,284 to a former officer of Genesis in
connection with this settlement agreement.

We reported a net loss of $(2,429,267) or (0.06) per share for the
three months ended June 30, 2008  as compared to a net loss of
$(218,279) or $(0.01) per share for the three months ended June 30,
2007.

Liquidity and Capital Resources.

During the six months ended June 30, 2008, we received net proceeds of
$265,712 and subscription receivable of $33,750 from the sale of our
common stock.  These funds were used for working capital purposes.

Net cash used in operating activities for the six months ended June 30,
2008 amounted to $153,876 and was primarily attributable to our net
losses of $3,172,736 offset by stock based compensation of $283,894,
amortization of prepaid expense in connection with deferred
compensation of $127,585, depreciation of $1,262, impairment expense of
$1,717,602, interest expense of $1,049,717 in connection with the
settlement agreement and add back of gain on settlement of debt of
$469,284 and changes in assets and liabilities of $22,894.  Net cash
flows used in operating activities for the six months ended June 30,
2007 amounted to $119,047 and was primarily attributable to our net
losses of $975,842 offset by non-cash compensation of $397,830,
amortization of prepaid expense in connection with deferred
compensation of $453,651,depreciation of $1,563, and changes in assets
and liabilities of $9,249.

Net cash flows provided by financing activities was $185,112 for the
six months ended June 30, 2008 as compared to net cash provided by
financing activities of $110,239 for the six months ended June 30,
2007, an increase of $74,873.  For the six months ended June 30, 2008,
we received proceeds from the sale of common stock of $265,712,
proceeds from related parties of $8,000 and offset by payments on
related party advances of $88,600. For the six months ended June 30,
2007, we received proceeds from the sale of common stock of $58,339 and
proceeds of $70,500 from related party advances offset by the repayment
of related party advances of $18,600.

We reported a net increase in cash for the six months ended June 30,
2008 of $31,236 as compared to a net decrease in cash of $8,808 for the
six months ended June 30, 2007.  At June 30, 2008, we had cash on hand
of $32,086.




<PAGE>26

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value measurements.
In February 2008, the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position, "FSP FAS 157-2-Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of
SFAS 157 for one year for certain nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least
annually).  Excluded from the scope of SFAS 157 are certain leasing
transactions accounted for under SFAS No. 13, "Accounting for Leases."
The exclusion does not apply to fair value measurements of assets and
liabilities recorded as a result of a lease transaction but measured
pursuant to other pronouncements within the scope of SFAS 157.  The
Company does not expect that the adoption of the provisions of FSP 157-
2 will have a material impact on its financial position, cash flows or
results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161"). This
statement requires companies to provide enhanced disclosures about (a)
how and why they use derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect a company's financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008.  The Company will adopt the new

<PAGE>27

disclosure requirements on or before the required effective date and
thus will provide additional disclosures in its financial statements
when adopted.

In April 2008, FASB Staff Position No. 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) was issued.  This standard
amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets.  FSP 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years.  Early adoption is prohibited.  The
Company has not determined the impact on its financial statements of
this accounting standard.

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.  Quantitative and Qualitative Disclosures About Market Risk

We do not consider the effects of interest rate movements to be a
material risk to our financial condition.  We do not hold any
derivative instruments and do not engage in any hedging activities.

Item 4T.  Controls and Procedures

During the three months ended June 30, 2008, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of March 31, 2008.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of March 31, 2008 to ensure
that information required to be disclosed by the issuer in the reports
that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

<PAGE>28

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None.

Item 1A. Risk Factors.  Not applicable to smaller reporting companies.

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

On May 22, 2008, in connection with the Merger Agreement, Pricester
issued 1,904,781 shares of common stock valued at $0.03 per share or
$57,144.

In June 2008, in connection with a consulting agreement, Pricester
issued 3,100,000 shares of common stock for investor relations
services.

In June 2008, Pricester issued 2,223,456 shares in connection with the
conversion of this convertible debt.

Item 3. Defaults Upon Senior Securities.  None.

Item 4. Submission of Matters to a Vote of Security Holders.  None.

Item 5. Other Information.  None.

Item 6. Exhibits

       Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
       Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated:  August 21, 2008

PRICESTER.COM, INC.

By: /s/ Edward C. Dillon
---------------------------
Edward C. Dillon, CEO and Director