GEGI / Genesis Electronics Group, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

Offering Circular Supplement Dated April 5, 2023

Filed Pursuant to Rule 253(g)(2) File No. 024-12106 Offering Circular Supplement Dated April 5, 2023 An Offering Statement (the “Offering Statement”) pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (“SEC”). The Offering Statement was Qualified on January 31, 2023. This Offering Circular Supplement covers a change in the offering pric

Genesis Electronics Group, Inc. 400,000,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 253(g)(1) File No. 024-12106 OFFERING CIRCULAR Genesis Electronics Group, Inc. 400,000,000 Shares of Common Stock By this Offering Circular, Genesis Electronics Group, Inc., a Nevada corporation, is offering for sale a maximum of 400,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $0.001 per share (the price to be fixed by a p

Genesis Electronics Group, Inc. 26 South Rio Grande Street Salt Lake City, Utah 84101

Genesis Electronics Group, Inc. 26 South Rio Grande Street #2072 Salt Lake City, Utah 84101 January 30, 2023 VIA EDGAR Nicholas Nalbantian Office of Trade and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Electronics Group, Inc. Offering Statement on Form 1-A Commission File No. 024-12106 Dear Mr. Nalbantian: On be

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 January 24, 2023

CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 940-367-6154 January 24, 2023 Nicholas Nalbantian Office of Trade and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Electronics Group, Inc. Amendment No. 2 to Offering Statement on Form 1-A January 19, 2023

As filed with the Securities and Exchange Commission on January 24, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024-12106 As filed with the Securities and Exchange Commission on January 24, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated January 24, 2023 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained i

LETTER

United States securities and exchange commission logo January 23, 2023 Branden Jones Chief Executive Officer Genesis Electronics Group, Inc.

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 January 19, 2023

CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 940-367-6154 January 19, 2023 Nicholas Nalbantian Office of Trade and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Electronics Group, Inc. Amendment No. 1 to Offering Statement on Form 1-A December 21, 202

As filed with the Securities and Exchange Commission on January 19, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024-12106 As filed with the Securities and Exchange Commission on January 19, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated January 19, 2023 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained i

LETTER

United States securities and exchange commission logo January 17, 2023 Branden Jones Chief Executive Officer Genesis Electronics Group, Inc.

As filed with the Securities and Exchange Commission on December 22, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024-12106 As filed with the Securities and Exchange Commission on December 22, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated December 22, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained

LICENSE AGREEMENT

Exhibit 6.1 LICENSE AGREEMENT This License Agreement (the ?Agreement?), effective as of the last signature below (the ?Effective Date?), is made between AVBJ, LLC, a Utah limited liability company, having an address of 7222 Clear Sky Lane, Eagle Mountain, Utah 84005 (?Licensor?) and GLID, LLC, a Utah limited liability company, having an address of 2701 North Thanksgiving Way, Suite 100, Lehi, Utah

Katharina Bahnsen 5701 Golden Eagle Dr Reno, NV 89523, USA Work Order #: W2022032400391 March 24, 2022 Receipt Version: 1 Special Handling Instructions: Submitter ID: 48262 Charges Description Fee Description Filing Number Filing Date/Time Filing Sta

EX1A-2A CHARTER 4 genesisex0202.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK Exhibit 2.2 Katharina Bahnsen 5701 Golden Eagle Dr Reno, NV 89523, USA Work Order #: W2022032400391 March 24, 2022 Receipt Version: 1 Special Handling Instructions: Submitter ID: 48262 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Certificate of Designation

DEBT PURCHASE AND ASSIGNMENT AGREEMENT

Exhibit 6.4 DEBT PURCHASE AND ASSIGNMENT AGREEMENT This Debt Purchase and Assignment Agreement (“Debt Purchase Agreement”) is made and entered into effective as of August 26, 2022, by and between South Coastal Investments, LLC. (“South Coastal”) and David L. Rumbold . (“RUMBOLD”). RECITALS WHEREAS, Genesis Electronics Group, Inc. is a publicly-traded corporation organized under the laws of the Sta

DEBT PURCHASE AND ASSIGNMENT AGREEMENT

Exhibit 6.2 DEBT PURCHASE AND ASSIGNMENT AGREEMENT This Debt Purchase and Assignment Agreement (?Debt Purchase Agreement?) is made and entered into effective as of August 17, 2022, by and between Andrew Van Noy. (?VAN NOY?) and David L. Rumbold . (?RUMBOLD?). RECITALS WHEREAS, Genesis Electronics Group, Inc. is a publicly-traded corporation organized under the laws of the State of Nevada (?GEGI?)

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT Genesis Electronics Group, Inc. NOTICE TO INVESTORS The securities of Genesis Electronics Group, Inc., a Nevada corporation (the ?Company?), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose

BYLAWS OF GENESIS ELECTRONICS GROUP, INC. ARTICLE I PRINCIPAL OFFICE AND CORPORATE SEAL

Exhibit 2.6 BYLAWS OF GENESIS ELECTRONICS GROUP, INC. ARTICLE I PRINCIPAL OFFICE AND CORPORATE SEAL Section 1.1 Principal Office. The principal office of Genesis Electronics Group, Inc. (the ?Corporation?) shall be in the State of Nevada. The Board of Directors shall have full power and authority to change the principal office to another location at any time and from time to time. Section 1.2 Othe

GENESIS ELECTRONICS GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES

Exhibit 2.5 Filed in the Office of Secretary of State State Of Nevada Business Number C5889 - 1998 Filing Number 20222826873 Filed On 12/20/2022 8:00:00 AM Number of Pages 6 1 GENESIS ELECTRONICS GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES Pursuant to Section 78.1955 of the Neva

PLAN AND AGREEMENT OF MERGER

Exhibit 7.1 PLAN AND AGREEMENT OF MERGER PLAN AND AGREEMENT OF MERGER, dated as of October 25, 2022 (the ?Agreement?), among Genesis Electronics Group, Inc., a Nevada corporation (?Parent?), Glid Acquisition Corp., a Nevada corporation wholly owned by Parent (?Merger Sub?), and Glid, LLC, a Utah limited liability company (?Target?) (Merger Sub and Target being hereinafter collectively referred to

EXCHANGE AGREEMENT

Exhibit 6.6 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (“Agreement”) is entered into as of September 1, 2022, by and between Genesis Electronics Group, Inc., a Nevada corporation (the “Company”), and Real Transition Capital, LLC, a Wyoming limited liability company, (the “Shareholder”), with respect to the following facts: R E C I T A L S A. In exchange for services rendered, the Company entered a

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 December 20, 2022

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road ? Suite 107-762 Flower Mound, Texas 75022 940-367-6154 December 20, 2022 Genesis Electronics Group, Inc. 26 South Rio Grande Street #2072 Salt Lake City, Utah 84101 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Genesis Electronics Group, Inc., a Nevada corporation (the ?Company?), to furnish you with our opinion as

Filed in the Office of Business Number Sccr tary of State State Of Nevada !'tied On Number of Pages e . . . BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Profit

Exhibit 2.3 Filed in the Office of Business Number Sccr tary of State State Of Nevada !'tied On Number of Pages e . . . BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PuRsuANT rn NRs 18.380 & 18.38sns.390) Certificate to Accompany Restated Articles or Amended and R

UNSECURED PROMISSORY NOTE

Exhibit 3.1 UNSECURED PROMISSORY NOTE $10,000.00 April 20, 2022 Lehi, UT FOR VALUE RECEIVED, Genesis Electronics Group, Inc., a Nevada Corporation (?Maker?) promises to pay to Altus Advisors, LLC, a Utah limited liability company (?Holder?), the principal sum of Ten Thousand Dollars ($10,000.00), with Five percent (5%) interest per annum, with the principal of this Unsecured Promissory Note (the ?

CONVERTIBLE PROMISSORY NOTE

Exhibit 3.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT OR QU

Form of OID Promissory Note

Exhibit 3.3 Form of OID Promissory Note THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APP

As filed with the Securities and Exchange Commission on December ___, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024- As filed with the Securities and Exchange Commission on December , 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated December , 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the ?SEC?). Information contained in this

Certified Copy 9/8/2022 4:50:43 PM Work Order Number: Reference Number: Through Date: Corporate Name: W2022090800306 20222603277 9/8/2022 4:50:43 PM GENESIS ELECTRONICS GROUP INC. The undersigned filing officer hereby certifies that the attached copi

EX1A-2A CHARTER 6 genesisex0204.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 2.4 Certified Copy 9/8/2022 4:50:43 PM Work Order Number: Reference Number: Through Date: Corporate Name: W2022090800306 20222603277 9/8/2022 4:50:43 PM GENESIS ELECTRONICS GROUP INC. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statement

CONVERTIBLE PROMISSORY NOTE

Exhibit 3.2 CONVERTIBLE PROMISSORY NOTE $518,143 FOR VALUE RECEIVED, Genesis Electronics Group, Inc., a Nevada corporation, (the "Borrower") with approximately 1,789,962,921 shares of common stock issued and outstanding, promises to pay to Loyal Technologies, LLC., a Utah LLC, or its assignees (the "Lender") the Principal Sum along with the Interest and any other fees according to the terms herein

THE ISSUE PRICE OF THIS NOTE IS $61,600.00 THE ORIGINAL ISSUE DISCOUNT IS $5,600.00

Exhibit 3.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

EXCHANGE AGREEMENT

Exhibit 6.5 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (?Agreement?) is entered into as of September 1, 2022, by and between Genesis Electronics Group, Inc., a Nevada corporation (the ?Company?), and Diamond Eye Capital, Inc. , a Nevada Corporation, (the ?Shareholder?), with respect to the following facts: R E C I T A L S A. In exchange for services rendered, the Company entered authorized the iss

Fi l ed in the Office of K,.(,.,,.,,At6 0 Secretary of State State Of Nevada Business Number C5889 - 1998 Filing Numbe r 20170534838 - 01 F i led On 12/19/2017 Number of Pages I 1111111 1111111111 1111111111 1111111111111 •090204• BARBARA K. CEGAVSKE

Exhibit 2.1 Fi l ed in the Office of K,.(,.,,.,,At6 0 Secretary of State State Of Nevada Business Number C5889 - 1998 Filing Numbe r 20170534838 - 01 F i led On 12/19/2017 Number of Pages I 1111111 1111111111 1111111111 1111111111111 •090204• BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Amendm

DEBT PURCHASE AND ASSIGNMENT AGREEMENT

Exhibit 6.3 DEBT PURCHASE AND ASSIGNMENT AGREEMENT This Debt Purchase and Assignment Agreement (“Debt Purchase Agreement”) is made and entered into effective as of August 11, 2022, by and between NEWpath Capital, LLC. (“NEWPATH”) and David L. Rumbold . (“RUMBOLD”). RECITALS WHEREAS, Genesis Electronics Group, Inc. is a publicly-traded corporation organized under the laws of the State of Nevada (“G

GEGI / Genesis Electronics Group, Inc. 15-15D - - FORM 15

15-15D 1 f1515d1001141515d.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-118993 Genesis Electronics Group,

- LATE FILING NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 1

- LATE FILING NOTICE

NT 10-K 1 gegint10k.htm LATE FILING NOTICE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 20011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 genesis10q-093011.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993

NT 10-Q 1 genesis10q3q11nt.htm FORM 12B-25 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 genesis10q-063011.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 19, 2011 (Date of earliest event reported) Genesis Electronics Group, Inc. (Exact name of registrant as specified in its charter) Nevada 333-118993 41-2137356 (State or other jurisdiction (Commission File Number)

10-Q

10-Q 1 genesis10q1q11.txt FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2011 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 March 31, 2011 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period fro

NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

10-K

10-K 1 genesis10k10.txt FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD F

10-Q/A

10-Q/A 1 genesis10q2q10am1.txt AMENDMENT 1 TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2010 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment 1 to Form 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2010 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchan

10-Q/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment 1 to Form 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2010 -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 333-118993 Genesis

10-Q/A

10-Q/A 1 genesis10q3q10am1.txt AMENDMENT 1 TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment 1 to Form 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2010 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities

10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 0-50773 Genesis Electronics Group, Inc

NT 10-K

NT 10-K 1 genesis10k10nt.txt EXTENSION REQUEST FOR FORM 10-K FOR YEAR ENDED DECEMBER 31, 2010 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ]

10-Q

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 September 30, 2010 - -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 333-118993 Genesis Electronics Group, I

EX-16

[Letterhead of Larry O'Donnell] November 3, 2010 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Gentlemen: We have read and agree with the comments contained in Item 4 to Form 8-K of Genesis Electronics Group, Inc.

Current Report

8-K 1 genesis8k102610.txt FORM 8-K DATED OCTOBER 26, 2010, ITEM 4.01, 9.01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 26, 2010 (Date of earliest event reported) Genesis Electronics Group, Inc. (Exact name of registrant as specified in its charter) Neva

EX-10.2

AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT dated as of the 30th day of September 2010 (the "Amendment") between GENESIS ELECTRONICS GROUP, INC.

S-1

As filed with the Securities and Exchange Commission on Oct. 11, 2010 Registration No. 333-118993 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESIS ELECTRONICS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7389 41-2137356 (State or other jurisdiction of (Primary Standard Industrial (I.R.S.

RW

RW 1 genesiss1rw.txt WITHDRAWAL OF FORM S-1 [Letterhead of Genesis Electronics Group, Inc.] Via Edgar October 4, 2010 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington D.C. 20002 Re: Genesis Electronics Group, Inc. Request to Withdraw Registration Statement on Form S-1 (RW) SEC File Number: 333-167490 Ladies and Gentlemen: Pursuant to Rul

S-1/A

As filed with the Securities and Exchange Commission on August 24, 2010 Registration No.

S-1/A

10-Q

10-Q 1 genesis10q2q10.txt FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2010 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, 2010 -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from

S-1/A

S-1/A 1 genesisam1s1.txt AMENDMENT 1 TO FORM S-1 As filed with the Securities and Exchange Commission on July 20, 2010 Registration No. 333-118993 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 /A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESIS ELECTRONICS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7389 41-2137356 (State or other j

S-1

As filed with the Securities and Exchange Commission on June 14, 2010 Registration No.

8-K

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: May 10, 2010 (Date of Earliest Event Reported) Genesis Electronics Group, Inc.

EX-10.3

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIO

EX-10.2

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 10th, 2010, by and between GENESIS ELECTRONICS GROUP, INC.

EX-10.1

SECURITIES PURCHASE AGREEMENT THIS AGREEMENT dated as of the 10th day of May 2010 (the "Agreement") between TANGIERS INVESTORS, LP, a Delaware limited partnership (the "Investor"), and GENESIS ELECTRONICS GROUP, INC.

10-Q

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 March 31, 2010 - -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 333-118993 Genesis Electronics Group, Inc.

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 0-50773 Genesis Electronics Group, In

NT 10-K

NT 10-K 1 genesis10k09nt.txt EXTENSION REQUEST FOR FORM 10-K FOR YEAR ENDED DECEMBER 31, 2009 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ]

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C0R(#`@;V)J#3P\+TQI;F5A-IB8&`0 M86!@.<``!'[O&5`!,Q"S,'`L8$M+0!(5@6(&!F4&'L$&AG:+Z1GB%35+>B4^ MRO(S/-C[U,X0*OP&G>!"V(!B8&AK`U$)K!"H@9&1B"UT-HIK]P8]D8&-(M M(**,&@`!!@"ADQ-N#0IE;F1S=')E86T-96YD;V)J#38T(#`@;V)J#3P\+TQE M;F=T:"`R,"]&:6QT97(O1FQA=&5$96-O9&4O5ULQ(#$@,5TO26YD97A;-R`S M-5TO1&5C;V1E4&%R;7,\/"]#;VQU;6YS(#,O4')E9&EC=&]R(#$R/CXO4VEZ M92`T,B]4>7!E+U

CORRESP

Genesis Electronics Group, Inc. 5555 Hollywood Boulevard, Suite 303 Hollywood, Florida 33021 (954) 272-1200 December 2, 2009 Ta Tanisha Meadows Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20529 Telephone: (202) 551-3322 Facsimile: (202) 772-9361 Re: Genesis Electronics Group, Inc. Item 4.01 Form 8-K Filed October 20, 2009 File No. 333-118993 Dear Ms. Meadows: In response

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 20, 2009 (Date of earliest event reported: August 16, 2009) Genesis Electronics Group, Inc. (Exact name of registrant as specified in its charter) Nevada 333-118993 41-2137356 (State or other jurisdiction (C

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, CO 80122 303-850-7637 telephone [email protected] 303-482-2731 facsimile December 2, 2009 Ta Tanisha Meadows Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20529 Telephone: (202) 551-3322 Facsimile: (202) 772-9361 Re: Pricester.com, Inc. Item 4.01 Form 8-K Filed October 20, 2009 File No. 333-118993 De

10-Q

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 September 30, 2009 - -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 333-118993 Genesis Electronics Group, I

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C$Q.2`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`T M,#@V-R]/(#$R,B]%(#(S,S,P+TX@,R]4(#,X-#,Y+T@@6R`X-3$@,CF4@,30V+U!R978@,S@T,C2F\NR$GD93O$&I$),YP9JOPRDV8%(`$@+,S`T.S&`WF4@,3$Y+U1Y<&4O6%)E9CX^7!E+T]#1SX^#65N9&]B:@TQ,C(@,"!O8FH-/#PO0W)O<$)O>%LP(#`@-C$R M(#%LP(#`@-C$R M(#'1=+T5X M=$=3=&%T93P\+T=3,"`Q,C0@,"!2/CX^/B]4>7!E+U!A9V4^/@UE;F1O8FH- M,3(S(#`@;V)J#5LO24-#0F%S

Current Report

8-K 1 genesis8k081609.txt FORM 8-K, ITEM 4.01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 20, 2009 (Date of earliest event reported: August 16, 2009) Genesis Electronics Group, Inc. (Exact name of registrant as specified in its charter) Nevada 333-11899

10-Q

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, 2009 - -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 Genesis Electronics Group, Inc. form

10-Q

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 March 31, 2009 - -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 Genesis Electronics Group, Inc. for

10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 2 to Form 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 0-50773 Genesis Electr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-K (MARK ONE) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR x TR

Amendment No.1 to Genesis Electronics Group, Inc. Form 10-K for fisal year ended 12-31-2008 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-K (MARK ONE) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR x TRANSITION REPORT UNDER SECTION 13 OR 15(d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR x TRANSITION REPORT UND

10-K 1 geg09158610k.htm FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2008 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR x TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

NT 10-K

NT 10-K 1 pricester10k08nt.txt EXTENSION REQUEST U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C$P-R`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`S M.3,U-B]/(#$Q,"]%(#(S,S0T+TX@,R]4(#,W,38X+T@@6R`X-3$@,CF4@,3,T+U!R978@,SP419=0$"#``XJ%LQ-R`Y,%TO1&5C;V1E4&%R;7,\/"]#;VQU;6YS(#,O4')E M9&EC=&]R(#$R/CXO4VEZ92`Q,#7!E+T%R='=O7!E M+TA&/CX^/B].86UE*$AE861E'1'4W1A=&4\/"]'4S`@,3$R M(#`@4CX^/CXO5'EP92]086=E/CX-96YD;V)J#3$Q,2`P(&]B:@U;+TE#0T)A M'1'4W1A=&4O4T$@9F%LHL]C?/B6

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C0Y(#`@;V)J#3P\+TQI;F5A-IB M8&#@9&!@?L(`!")-#*B`"8A9&#@.H`AR0C$#@S(##R]CK]@!!I-32;P,UY@6 MP#1)+X=JM@)B1@8&B30(S>P(-X6-@4''&"+*J`$08`!T^PD#0IE;F1S=')E M86T-96YD;V)J#38P(#`@;V)J#3P\+TQE;F=T:"`R,"]&:6QT97(O1FQA=&5$ M96-O9&4O5ULQ(#$@,5TO26YD97A;-R`T,ETO1&5C;V1E4&%R;7,\/"]#;VQU M;6YS(#,O4')E9&EC=&]R(#$R/CXO4VEZ92`T.2]4>7!E+UA2968^/G-T-IB8F)D8&)@8!SL&"#``"O-

10-Q

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 September 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

CORRESP

CORRESP 1 filename1.txt Pricester.com, Inc. 5555 Holywood Boulevard, Suite 303 Hollywood, Florida 33021 (954) 272-1200 October 23, 2008 Ta Tanisha Meadows Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20529 Telephone: (202) 551-3322 Facsimile: (202) 772-9361 Re: Pricester.com, Inc. Item 4.01 Form 8-K/A Filed September 3, 2008 File No. 333-118993 Dear Ms. Meadows: In respon

EX-16

[Letterhead of Baum & Company, P.A.] October 7, 2008 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Gentlemen: We have read and agree with the comments contained in Item 4 to Form 8-K of Pricester.com, Inc., dated October 7, 2008, as they relate to our firm. We have no knowledge related to the engagement of the new auditor. /s/Baum & Company, P.A. Baum & Company, P.A. Miami

Current Report

8-K/A 1 pricester8k081808am2.txt AMENDMENT 2 TO FORM 8-K REGARDING CHANGE IN AUDITOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 2 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 12, 2008 (Date of earliest event reported: August 18, 2008) Pricester.com, Inc. (Exact name of registrant a

CORRESP

CORRESP 1 filename1.txt Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, CO 80122 303-850-7637 telephone [email protected] 303-482-2731 facsimile September 12, 2008 Ta Tanisha Meadows Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20529 Telephone: (202) 551-3322 Facsimile: (202) 772-9361 Re: Pricester.com, Inc. Item 4.01 Form 8-K/A Filed September 3

EX-16

[Letterhead of Baum & Company, P.A.] September 3, 2008 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Gentlemen: We have read and agree with the comments contained in Item 4 to Form 8-K of Pricester.com, Inc., dated September 3, 2008, as they relate to our firm. We did not consent to the previous filed Form 8-K dated August 22, 2008. /s/Baum & Company, P.A. - - Baum & Compa

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 3, 2008 (Date of earliest event reported: August 18, 2008) Pricester.com, Inc. (Exact name of registrant as specified in its charter) Nevada 333-118993 41-2137356 (State or other jurisdiction

EX-16

[Letterhead of Baum & Company, P.A.] August 22, 2008 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Gentlemen: We have read and agree with the comments contained in Item 4 to Form 8-K of Pricester.com, Inc., dated August 22, 2008, as they relate to our firm. We have no knowledge related to the engagement of the new auditor. Baum & Company, P.A. Miami Beach, Florida

10-Q

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 R

Current Report

8-K 1 pricester8k081808.txt FORM 8-K RE: CHANGE IN AUDITOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 21, 2008 (Date of earliest event reported: August 18, 2008) Pricester.com, Inc. (Exact name of registrant as specified in its charter) Nevada 333-11899

NT 10-Q

Financial Statements and Exhibits

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: July 1, 2008 (Date of Earliest Event Reported) Pricester.

EX-99.1

For Immediate Release Pricester.com Positioning to Facilitate Growth Hollywood, FL [July 1, 2008] - Pricester.com, Inc. (OTCBB:PRCC), an Internet marketing and technology company, announced a reorganization of the company to better suit recent and planned acquisitions, as well as the addition of new online product and service divisions. In May, Pricester acquired Genesis Electronics (www.genesisel

EX-99.2

EX-99.2 3 pricester8k070108ex99-2.txt PRESS RELEASE DATED JULY 3, 2008 Pricester.com's Genesis Electronics Unveils The SunBlazer(tm) Solar-Powered Charging Holster for Cell Phones to Dramatically Increase Batter Charge and Talk Time Pricester.com, Inc. (OTCBB-PRCC), www.pricester.com, announced that its Genesis Electronics subsidiary has unveiled its first consumer product release, the revolutiona

EX-99.2

IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT, IN AND FOR SARASOTA COUNTY, FLORIDA CIVIL DIVISION CORPORATE DEBT SOLUTIONS I, INC.

EX-99.1

AGREEMENT AND PLAN OF SHARE EXCHANGE THIS AGREEMENT AND PLAN OF SHARE EXCHANGE entered into this 6th day of May, 2008, by and among Pricester.

EX-99.3

SETTLEMENT AGREEMENT AND RELEASE THIS AGREEMENT is dated as of May 22, 2008 and is made by and between CORPORATE DEBT SOLUTIONS I, INC.

EX-3

ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson, City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, 8-K

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: May 22, 2008 (Date of Earliest Event Reported) Pricester.

10-Q

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 March 31, 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

>NGLN\HQ M7K-/NLYY;<`JM6

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C8V(#`@;V)J#3P\+TQI;[email protected]')E=B`X.3`Q-"]84F5F4W1M(#$Q,#`O4F]O="`V-R`P(%(O M26YF;R`V(#`@4B])1%L\0D$U-#)"0CM:#:08&*Y#M#(PN/6":@>4SW"XV!L;(.Q!1AE\``08`$E@8 M(PT*96YDF4@-C8O5'EP92]8 M4F5F/CYS=')E86T-"GC:8F)B9&!B8&`<"1@@P`!5"@"T#0IE;F1S=')E86T- M96YD;V)J#38W(#`@;V)J#3P\+TUA?OAN"Q@A"6=5EC]&N`/WE=\MY\V5MK:5\^/5X M](^+!^^]$WPW+EP^?YT\O[<38LRN7GQ!Q[3\"QO^A

CORRESP

CORRESP 1 filename1.txt Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-482-2731 [email protected] May 9, 2008 William H. Thompson Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3561 Re: Pricester.com, Inc. Amendment 2 to Form 10ksb File No. 333-118993 Dear Mr. Thompson: Pursuant to your let

/LN@LU65!QA!2'V8R;@B4$(5@\ M4+\(%HM-B@_`//BR+G/"^B"!4INAQO:WXL:[

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C$R-R`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`Q M,#8P-C@O3R`Q,S`O12`X.30T,2].(#,O5"`Q,#,T.#`O2"!;(#$P-38@,S`S M73X^#65N9&]B:@T@("`@("`@("`@("`@#0IX<@,S<-"C`P,#`P M,#`P,38@,#`P,#`@;@T*,#`P,#`P,34S-B`P,#`P,"!N#0HP,#`P,#`Q.#8V M(#`P,#`P(&X-"C`P,#`P,#(P-34@,#`P,#`@;@T*,#`P,#`P,C0R-"`P,#`P M,"!N#0HP,#`P,#`R-#8Q(#`P,#`P(&X-"C`P,#`P,#(U,SD@,#`P,#`@;@T* M,#`P,#`P-#-IB

EX-99

For Immediate Release - #1 Pricester.com Passes Two-Millionth Visitor Benchmark on Fast-Growing Internet Shopping Portal Hollywood, FL [March 1, 2007] - Pricester.com, Inc. (PRCC), an e- commerce website operator and developer that enables any business to easily and economically establish a fully functional online retail outlet, has welcomed its two-millionth visitor to the www.pricester.com shopp

EX-99

For Immediate Release Pricester.com to Launch Corporate Sponsored Lifestyle Websites Revenues Generated Should Be Significant Hollywood, FL [Feb. 6, 2008] - Pricester.com, Inc. (PRCC), an Internet marketing and technology company, will launch a series of demographically targeted "lifestyle" websites with popular themes such as home, relationships, health, sports, and related "quality of life" issu

EX-99

For Immediate Release Pricester Starts Global Move with Pricester Canada Hollywood, FL [May 1, 2007] - Pricester.

EX-99

For Immediate Release Pricester's Shopping Mall to Go Worldwide Hollywood, FL [May 8, 2007] - Pricester.

EX-99

For Immediate Release Pricester Elects New Board Chairman Hollywood, FL [Oct. 22, 2007] - Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development and internet marketing services, has announced the election of Raymond Purdon to the position of Chairman of the Board, following the resignation of Howard Neu on October 1st. Mr.

EX-99

For Immediate Release Contact: Lee Taylor, Director of Marketing Pricester.com, Inc 954.272.1200 [email protected] Florida Based Pricester.com Achieves Market Debut HOLLYWOOD, Fla., June 29 - Management is proud to announce that Pricester.com (symbol PRCC) is now trading on the OTC Bulletin Board (OTCBB). The Florida based corporation is an innovative website development company and Internet

EX-99

For Immediate Release Pricester.com Annual Shareholders Meeting Is Well Received By Investors Hollywood, FL [April 3, 2007] - Pricester.com, Inc. (PRCC: OTCBB), which operates an innovative Internet shopping portal and provides cost-effective website development and related services to small businesses, held it's annual shareholders meeting last Friday at the Hilton Hotel in Hollywood, Florida. Pr

EX-99

For Immediate Release Pricester.com to Report Earnings After the Close of Market Hollywood, FL [May 9, 2007] - Pricester.com, Inc. (PRCC: OTCBB), which operates an innovative Internet shopping portal and provides cost- effective website development and related services to small businesses and the entrepreneurial sector, will be releasing the results of its 10Q filing with the SEC after the market

EX-99

For Immediate Release - #3 Pricester Retains TTTK to Strengthen Position for Growth Through Mergers and Acquisitions Hollywood, FL [March 8, 2007] - Pricester.

EX-99

For Immediate Release Pricester.com Ready to Announce Triple-Digit Increase In Year-End Earnings Filing Extension Fuels High Trading Volume Hollywood, FL [March 29, 2007] - Pricester.com, Inc. (PRCC: OTCBB), which operates an innovative Internet shopping portal and provides cost-effective website development and related services to small businesses, is continuing to grow on target. It expects to r

EX-99

For Immediate Release Pricester and International Economic Development Council Set to Help Small Businesses HOLLYWOOD, FL (April 19, 2007) - Pricester.

Financial Statements and Exhibits

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: April 17, 2008 (Date of Earliest Event Reported) Pricester.

EX-99

For Immediate Release Stork Avenue Executives Join Pricester.com Advisory Board Hollywood, FL [Nov. 13, 2007] - Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development and related Internet marketing services, is pleased to announce that Robert Hunter, CEO and Sue Hunter, Creative Director of Stork Avenue, Inc., have joined

EX-99

For Immediate Release Pricester's Year End Revenue Up Nearly 500% Hollywood, FL [April 13, 2007] - Pricester.

EX-99

For Immediate Release Pricester's Copia World Now Includes Banks and Finance Listings of Financial Institutions Broadens Consumer Appeal Hollywood, FL [March 24, 2008] - Pricester.

EX-99

For Immediate Release Pricester.com's REVSITES(tm) Wows Record Breaking Crowd at T.R.A.F.F.I.C. Convention & Expo HOLLYWOOD, FL (March 16, 2007) - Last week, at the T.R.A.F.F.I.C. Convention & Expo in Las Vegas, where the vanguard of the domaining industry congregated to share ideas and technology, Pricester.com successfully launched its new product, REVSITES(tm). The REVSITES(tm) service drew eno

EX-99

For Immediate Release Pricester.com Anticipates Triple-Digit Increase in Year-End Earnings Hollywood, FL [March 23, 2007] - Pricester.com, Inc. (PRCC: OTCBB), which operates an innovative Internet shopping portal and provides cost-effective website development and related services to small businesses, is continuing to grow on target and expects to report a healthy triple-digit earnings increase in

EX-99

For Immediate Release Pricester.com's Nine-Month Revenues Up 73% Hollywood, FL [Nov. 14, 2007] - Pricester.com, Inc. (PRCC) which operates an innovative Internet shopping portal and provides cost- effective website development and related Internet marketing services, has reported its third quarter earnings for 2007. The company's revenues increased by 73% compared to the same nine-month period las

EX-99

For Immediate Release Pricester.com to Launch Corporate Sponsored Lifestyle Websites Revenues Generated Should Be Significant Hollywood, FL [Feb. 6, 2008] - Pricester.com, Inc. (PRCC), an Internet marketing and technology company, will launch a series of demographically targeted "lifestyle" websites with popular themes such as home, relationships, health, sports, and related "quality of life" issu

EX-99

For Immediate Release Pricester's Six-Month Revenues Up 110% Hollywood, FL [Aug. 9, 2007] - Pricester.com, Inc. (PRCC: OTCBB) which operates an innovative Internet shopping portal and provides cost- effective website development and related Internet marketing services has reported its second quarter earnings for 2007. The company saw revenues increase by 110% compared to the same six-month period

EX-99

For Immediate Release Pricester.com to Acquire Solar Energy Development Company Genesis Electronics, Inc. Genesis holds a U.S. patent for design of a solar powered cell phone charger Hollywood, FL [Jan. 30, 2008] - Pricester.com, Inc. (PRCC), an Internet marketing and technology company, announced that a letter of intent was signed to acquire 100% of Genesis Electronics, Inc. Genesis, headquartere

EX-99

For Immediate Release Pricester Plans Private Placement Board of Directors Approves Program to Raise $1,000,000 Hollywood, FL [Jan.

EX-99

DRAFT (FOR DISCUSSION ONLY) Pricester Announces 23,000,000 Hits for its Internet Commerce Website Hollywood, FL [October 10, 2006] - Pricester.

EX-99

For Immediate Release Pricester.com to Offer VOIP Service Hollywood, FL [May 10, 2007] - Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development services, has announced that it will be offering VoIP services as a complement to its website and Internet marketing services. Pricester targets the small business and entrepreneur

EX-99

For Immediate Release Pricester Experiencing Increased Demand from Small Business Sector Added Features to Positively Impact Sales and Revenues Hollywood, FL [March 11, 2008] - Pricester.

EX-99

For Immediate Release - #2 Pricester.com Unveils Blockbuster Technology to Domain Industry HOLLYWOOD, FL (March 5, 2007) - Today, at the T.R.A.F.F.I.C. Convention & Expo in Las Vegas, Nevada-one of the most significant and widely attended events in the Internet domaining industry-Pricester.com will showcase it's highly anticipated new product, REVSITES(tm). The product release is expected to gener

EX-99

For Immediate Release Pricester's Quarterly Revenue Up Over 150% Hollywood, FL [May 9, 2007] - Pricester.

EX-99

For Immediate Release Pricester Appoints Ed Dillon to Position of President & CEO Hollywood, FL [July 17, 2007] - Pricester.

EX-99

For Immediate Release Former Victoria's Secret Ace Joins Pricester.com Advisory Board Hollywood, FL [June 6, 2007] - Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development services, is pleased to announce that a former Photo Art Director for Victoria's Secret Catalog, Angelica Escoto, has joined its Advisory Board. "As Pri

EX-99

For Immediate Release Copia World Expands to Over 5,000 Stores Inclusion of Added Product Categories and Countries to Benefit Travelers and International Shoppers Hollywood, FL [April 7, 2008] - Pricester.

EX-99

For Immediate Release Pricester Opens Copia World International Shopping Portal Global Appeal and Ease of Use to Attract Consumers, Travelers and Retailers Worldwide; Revenues Could Be Significant Hollywood, FL [March 17, 2008] - Pricester.

EX-99

FOR IMMEDIATE RELEASE Pricester.com Wins Small Business Booster Award Hollywood, FL., January 17, 2007. The Doral & Airport West Chamber of Commerce announced that Pricester.com, Inc. is the recipient of its Small Business Booster Award. Felipe Madrigal, President and CEO of the DAWCC, made the official presentation last night, Tuesday, Jan. 16th, at the Doral Park Country Club during an event spo

EX-99

For Immediate Release Pricester's Copia World Expands to Include Real Estate Addition of Real Estate Listings on Global Scale Geared to Attract Property Owners, Purchasers and Renters on Six Continents Hollywood, FL [March 19, 2008] - Pricester.

EX-99

For Immediate Release Pricester.com Strengthens Board with New CTO Hollywood, FL [May 3, 2007] - Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development and Internet marketing services, has announced the appointment of Phillip Thomas as Chief Technology Officer and to serve on the company's Board of Directors. Mr. Thomas co

EX-99

For Immediate Release Pricester to Distribute Websites through Local and Regional Banks Pricester and Banking Institutions to Address Needs of Small Businesses Hollywood, FL [Feb.

EX-99

For Immediate Release Pricester Completes Financing and Experiences Positive Growth Added Funding To Assist With Planned Programs Hollywood, FL [Feb 27, 2008] - Pricester.

EX-99

Pricster.com and Cardservice International SE Region Form Marketing Alliance HOLLYWOOD, Fla., Sept. 28 - Pricester.com and the Southeast Region of Cardservice International, Inc., a wholly owned subsidiary of First Data Corp., have formed a cooperative marketing strategy aimed at providing complementary services chiefly targeting the small business sector. Cardservice International (CSI) is a reco

EX-99

For Immediate Release Pricester to Launch Online International Shopping Mall Advertising and Affiliate Revenue Could Be Substantial Hollywood, FL [Feb 21, 2008] - Pricester.

EX-99

FOR IMMEDIATE RELEASE Pricester Meets Small Business Demand for Cost-Effective Websites with Free Design Promotion Hollywood, FL.

EX-99

For Immediate Release Pricester.com Continues Positive Growth Reported 2007 Revenues Up 29% Over 2006 Hollywood, FL [April 8, 2008] - Pricester.com, Inc. (OTCBB:PRCC), an Internet marketing and technology company, is continuing to grow. The company is reporting a 29% increase in annual revenues in its 2007 annual financial 10-K filing. Pricester has shown a steady pattern of revenue growth over th

EX-99

For Immediate Release Former Hitachi Senior VP Promoted to Pricester.com?s Executive Team Hollywood, FL [June 28, 2007] ? Pricester.com, Inc. (PRCC), which operates an innovative Internet shopping portal and provides cost- effective website development and related internet marketing services, has announced the promotion of Phillip P. Thomas to the position of Executive Vice President. Mr. Thomas,

10KSB/A

Amendment 1 to FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [x] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR [ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-118993 Pricester.com, Inc

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-482-2731 [email protected] April 16, 2008 William H. Thompson Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3561 Re: Pricester.com, Inc. Amendment 1 to Form 10ksb File No. 333-118993 Dear Mr. Thompson: Pursuant to your letter dated April 11, 2

LETTER

begin 644 filename1.pdf M)5!$1BTQ+C0-)>+CS],-"C$V-2`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`Q M,#DW.30O3R`Q-C@O12`X-38Q,R].(#,O5"`Q,#8T-#8O2"!;(#$P-38@,S$X M73X^#65N9&]B:@T@("`@("`@("`@("`@#0IX<-"C`P,#`P M,#`P,38@,#`P,#`@;@T*,#`P,#`P,34U,B`P,#`P,"!N#0HP,#`P,#`Q.#@S M(#`P,#`P(&X-"C`P,#`P,#(P-S(@,#`P,#`@;@T*,#`P,#`P,C0T,R`P,#`P M,"!N#0HP,#`P,#`R-#-IB8&!@9F!@DV5@96#@[&<09$``0:`8&P,+`\<'MGD' M&Q@8SR1TB3`@@Y"S

SC 13G/A

10KSB

10KSB 1 pricester10ksb123107.txt FORM 10KSB FOR DECEMBER 31, 2008 FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [x] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR [ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 pricester8k21108.txt FORM 8-K 2-11-08 ITEM 5.02 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: February 11, 2008 (Date of Earliest Event Reported) Pricester.com, Inc. (Exact name of registrant as specified in its charter) Nevada 333-118993 41-2137356 (State or other jurisdiction (C

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pricester.com, Inc. - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 74151N101 - (CUSIP Number) February 4, 2008 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

S-8

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRICESTER.COM, INC. - (Exact name of registrant 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

EX-4

Amendment 3 to PRICESTER.COM, INC. 2007 STOCK OPTION PLAN, dated January 10, 2007 Pursuant to a meeting of the directors of Pricester.com, Inc. on December 31, 2007, Section 6 of the Pricester.com, Inc. Stock Option Plan dated January 10, 2007 shall be revised to read as follows: TOTAL NUMBER OF SHARES OF COMMON STOCK The total number of shares of Common Stock reserved for issuance by the Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 pricester8k102307.txt FORM 8-K, ITEM 5.02 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: October 23, 2007 (Date of Earliest Event Reported) Pricester.com, Inc. (Exact name of registrant as specified in its charter) Nevada 333-118993 41-2137356 (State or other jurisdiction (Commissi

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11115 PRICESTER.C

10QSB

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, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11115 PRICESTER.COM, I

8-K

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: July 13, 2007 (Date of Earliest Event Reported) Pricester.

EX-99.2

EX-99.2 3 pricester8k1307ex99-2.txt DIRECTOR RESIGNATION LETTER Joe Puentes 3034 Garfield St. Hollywood, FL 33021 July 16, 2007 To the Board of Directors: Please accept this letter as my resignation from the Board of Directors of Pricester.com, Inc. effective immediately. Sincerely, /s/Joe Puentes - Joe Puentes

EX-99.1

Joe Puentes 3034 Garfield St. Hollywood, FL 33021 July 13, 2007 To the Board of Directors: Please accept this letter as my resignation as President of Pricester.com, Inc. The current balance owed to me by the Company is $107,742.00 for which I appreciate and expect payment in full. Sincerely, /s/Joe Puentes - - Joe Puentes

EX-99.3

For Immediate Release Pricester Appoints Ed Dillon to Position of President & CEO Hollywood, FL [July 17, 2007] - Pricester.

S-8

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRICESTER.COM, INC. - (Exact name of registrant 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

S-8

EX-4

Amendment to PRICESTER.COM, INC. 2007 STOCK OPTION PLAN, dated January 10, 2007 Pursuant to a meeting of the directors of Pricester.com, Inc. on April June 14, 2007, Section 6 of the Pricester.com, Inc. Stock Option Plan dated January 10, 2007 shall be revised to read as follows: TOTAL NUMBER OF SHARES OF COMMON STOCK The total number of shares of Common Stock reserved for issuance by the Company

EX-4

Amendment to PRICESTER.COM, INC. 2007 STOCK OPTION PLAN, dated January 10, 2007 Pursuant to a meeting of the directors of Pricester.com, Inc. on April June 14, 2007, Section 6 of the Pricester.com, Inc. Stock Option Plan dated January 10, 2007 shall be revised to read as follows: TOTAL NUMBER OF SHARES OF COMMON STOCK The total number of shares of Common Stock reserved for issuance by the Company

10QSB

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EX-4.1

Amendment to PRICESTER.COM, INC. 2007 STOCK OPTION PLAN, DATED January 10, 2007 Pursuant to a meeting of the directors of Pricester.com, Inc. on April 18, 2007, Section 6 of the Pricester.com, Inc. Stock Option Plan dated January 10, 2007 shall be revised to read as follows: TOTAL NUMBER OF SHARES OF COMMON STOCK The total number of shares of Common Stock reserved for issuance by the Company eithe

S-8

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRICESTER.COM, INC. - (Exact name of registrant 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

S-8 POS

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post Effective Amendment 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRICESTER.COM, INC. - (Exact name of registrant 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

10KSB

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

NT 10-K

NT 10-K 1 pricester10ksbnt123106.txt EXTENSION REQUEST FRO 12-31-2006 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on F

S-8

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRICESTER.COM, INC. - (Exact name of registrant 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

EX-4

PRICESTER.COM, INC. 2007 STOCK AWARDS PLAN Purpose. The purpose of the Pricester.com, Inc. 2007 Stock Awards Plan (the "Plan") is to provide a means through which Pricester.com, Inc., a Nevada corporation (the "Company"), and its subsidiaries, if any, may attract, retain and motivate employees, directors and persons affiliated with the Company and to provide a means whereby such persons can acquir

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 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.C

10QSB

10QSB

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 March 31, 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, I

10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 || TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-118993 PRICESTER.COM, INC. - (

NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on F

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2005 [ ] 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 PRICE

NT 10-Q

NT 10-Q 1 pricesternt10q3q05.txt EXTENSION REQUEST FOR SEPTEMBER 30, 2005 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-118993 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: August 17, 2005 (Date of Earliest Event Reported) Pricester.

10QSB

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] August 11, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 10 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: We have made the follow

CORRESP

Pricester.com, Inc. 3900 Hollywood Boulevard Suite 203 Hollywood, Florida 33021 August 11, 2005 Thomas A. Jones Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street N.E. Washington, D.C. 20549 Telephone: (202) 824-5219 Re: Acceleration of Effective Date Pricester.com, Inc. Registration on Form SB-2 File No. 333-118993 Dear Mr. Jones: Pursuant Rule 461 of t

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 10 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

CORRESP

CORRESP 1 filename1.txt Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] August 11, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 10 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones:

LETTER

Mail Stop 6010 August 5, 2005 Joe Puentes President Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 Re: Pricester.com, Inc. Amendment No. 9 to Registration Statement on Form SB-2 Filed July 29, 2005 File No 333-118993 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these

CORRESP

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] August 8, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 9 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: If possible, please revie

LETTER

LETTER 1 filename1.txt Mail Stop 6010 July 15, 2005 Joe Puentes President Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 Re: Pricester.com, Inc. Amendment No. 8 to Registration Statement on Form SB-2 Filed July 6, 2005 File No 333-118993 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] July 29, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 9 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: Pursuant to the S.E.C. let

EX-10.9

Advertising Agreement This will serve as an agreement between Pricester.com, Inc. and MoreMedia Direct, Inc. for the development of a per-inquiry advertising campaign for Pricester.com's 28:30 infomercial advertisement titled "Pricester Complete". Pricester.com will provide MoreMedia Direct with 15 dubs in various formats for their 28:30 infomercial. If the initial test is successful Pricester.com

SB-2/A

Z SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 9 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

CORRESP

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] July 25, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 9 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: If possible, please review

EX-10.7

PRICESTER.COM, INC. NOTE $30,000 PRICESTER.COM, INC. a Florida corporation (the "Company"), having its principal place of business at 3900 Hollywood Boulevard, Hollywood, Florida 33021, for value received, hereby promises to pay to Robert Lestuk or registered assigns ("Holder") , the principal sum (the "Principal Amount") of Thirty Thousand Dollars ($30,000). 1. Interest. The Company shall pay int

EX-10.8

Agreement for Lock-Up and Issuance of Shares WHEREAS, Pricester.com, Inc. hereafter the "Corporation", is in the process of registering a portion of its securities for sale to the public; WHEREAS, Dennis C. Jordan (100,000 shares) and James DePelisi (100,000 shares) are shareholders of the Corporation and are listed as Selling Securityholders in the registration statement; and WHEREAS, the Corpora

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 8 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] July 5, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 8 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: Pursuant to the S.E.C. lett

LETTER

Mail Stop 6010 June 24, 2005 Joe Puentes President Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 Re: Pricester.com, Inc. Amendment No. 7 to Registration Statement on Form SB-2 Filed June 6, 2005 File No 333-118993 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these co

LETTER

MAIL STOP 03-06 May 5, 2005 Joe Puentes, Chief Executive Officer Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 RE: Pricester.com, Inc. Registration Statement on Form SB-2, Amendment No. 6 File No. 333-118993 Filed on April 18, 2005 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in re

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 7 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] May 25, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 7 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Jones: Pursuant to the S.E.C. lett

EX-10.5

AGREEMENT This AGREEMENT establishes the terms and conditions under which DELIVERABLES will be provided by XCENT to CLIENT.

EX-10.6

(OVERRIDE AGREEMENT) WORLD CHOICE TRAVEL PRIVATE LABEL AND XML INTERFACE AGREEMENT 11300 U.

EX-16

[Letterhead of DiRocco & Company, CPA, PA] March 9, 2005 Securities and Exchange Commission 450 Fifth Street, N.

EX-10.4

C I Host.com Terms And Conditions of Use Acceptable Use Policy/Terms of Service (AUP/TOS) This C I Host Acceptable Use Policy/Terms of Service ("AUP/TOS") describe the proper kinds of conduct and prohibited uses of C I Host's hosting services (the "Services"). This AUP is not exhaustive and C I Host reserves the right to modify this AUP at any time, effective upon posting of the modified AUP at ww

SB-2/A

SB-2/A 1 pricestersb2am6.txt FORM SB-2 AMENDMENT 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 6 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.com, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Nevada 41-2137356 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identific

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] April 15, 2005 Thomas A. Jones Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 6 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Lee: Pursuant to the S.E.C. lett

LETTER

MAIL STOP 03-06 March 23, 2005 Joe Puentes, Chief Executive Officer Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 RE: Pricester.com, Inc. Registration Statement on Form SB-2, Amendment No. 5 File No. 333-118993 Filed on March 9, 2005 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in

LETTER

MAIL STOP 03-06 October 14, 2004 Joe Puentes, Chief Executive Officer Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 RE: Pricester.com, Inc. Registration Statement on Form SB-2 File No. 333-118993 Filed on September 15, 2004 Dear Mr. Puentes: We have reviewed selected portions of your filing and have the following comments. Where indicated, we think you should revise your d

LETTER

MAIL STOP 03-06 January 21, 2005 Joe Puentes, Chief Executive Officer Pricester.com, Inc. 3900 Hollywood Blvd. Suite 203 Hollywood, FL 33021 RE: Pricester.com, Inc. Registration Statement on Form SB-2, Amendment No. 3 File No. 333-118993 Filed on January 10, 2005 Dear Mr. Puentes: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your documen

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 5 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] March 7, 2005 S. Richard Lee Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 5 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Lee: Pursuant to the S.E.C. letter

EX-10.1

TAKING A COMPANY PUBLIC, INC. A Florida Corporation THIS AGREEMENT made this 31st day of March, 2004, between TAKING A COMPANY PUBLIC Inc., a Corporation duly organized under the laws of the State of Florida herein referred to as either TACP and Pricester.com, Inc., a Corporation duly organized under the laws of the State of Florida, hereinafter referred to as Pricester Florida: TACP and Pricester

EX-3

ARTICLES OF MERGER ARTICLES OF MERGER (these "Articles") made and entered into as of February 8, 2005 by and between Pricester.

CORRESP

CORRESP 1 filename1.txt Jody M. Walker Attorney-At-Law 7841 South Garfield Way Littleton, CO 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] February 15, 2005 Securities and Exchange Commission 450 5th St. N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Review Deferment Request Dear Sir or Madam: We realize that amendment 4 to Form SB-2 was filed just prior to the

EX-3

ARTICLES OF MERGER ARTICLES OF MERGER (these "Articles") made and entered into as of February 8th, 2005 by and between Pricester.

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] February 10, 2005 S. Richard Lee Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 4 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Lee: Pursuant to the S.E.C. le

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 4 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

EX-16

[Letterhead of DiRocco & Company, CPA, PA] January 4, 2005 Securities and Exchange Commission 450 Fifth Street, N.

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment 3 to Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

EX-10.1

[Letterhead of Proby & Associates, Inc.] March 15, 2004 LETTER OF AGREEMENT Bernard Gutman Chairman of the Board Pricester.com Hallandale, Florida Dear Bernie Thank you for selecting Proby Associates, Inc. to provide public relations services for Pricester.com. This Letter of Agreement, when co-signed by you, names Proby & Associates, Inc. as public relations counsel for Pricester.com. Under the d

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] January 7, 2005 S. Richard Lee Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 3 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Lee: Pursuant to the S.E.C. lett

EX-10.2

ASSIGNMENT WHEREAS I, JOSE PUENTES and BERNARD GUTMAN residing at Hollywood, Florida and Hallandale Beach, Florida, respectfully, have invented certain new and useful improvements in a AUTOMATIC TEMPLATE-BASED E-COMMERCE SYSTEM AND METHOD OF IMPLEMENTING THE E-COMMERCE SYSTEM For which an application for Letters Patent of the United States of Amercia was executed on the date of execution of this assignment; WHEREAS, PRICESTER.

EX-16

[Letterhead of DiRocco & Company, CPA, PA] December 17, 2004 Securities and Exchange Commission 450 Fifth Street, N.

EX-10.1

[Letterhead of Proby & Associates, Inc.] March 15, 2004 LETTER OF AGREEMENT Bernard Gutman Chairman of the Board Pricester.com Hallandale, Florida Dear Bernie Thank you for selecting Proby Associates, Inc. to provide public relations services for Pricester.com. This Letter of Agreement, when co-signed by you, names Proby & Associates, Inc. as public relations counsel for Pricester.com. Under the d

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

SB-2/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form SB-2 Registration Statement Under the Securities Act of 1933 Pricester.

EX-10.2

ASSIGNMENT WHEREAS I, JOSE PUENTES and BERNARD GUTMAN residing at Hollywood, Florida and Hallandale Beach, Florida, respectfully, have invented certain new and useful improvements in a AUTOMATIC TEMPLATE-BASED E-COMMERCE SYSTEM AND METHOD OF IMPLEMENTING THE E-COMMERCE SYSTEM For which an application for Letters Patent of the United States of Amercia was executed on the date of execution of this assignment; WHEREAS, PRICESTER.

COVER

Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, Colorado 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 [email protected] December 17, 2004 S. Richard Lee Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Re: Pricester.com, Inc. Amendment 1 to Registration Statement on Form SB-2 File No. 333-118993 Dear Mr. Lee: Pursuant to the S.E.C. le

EX-10.2

ASSIGNMENT WHEREAS I, JOSE PUENTES and BERNARD GUTMAN residing at Hollywood, Florida and Hallandale Beach, Florida, respectfully, have invented certain new and useful improvements in a AUTOMATIC TEMPLATE-BASED E-COMMERCE SYSTEM AND METHOD OF IMPLEMENTING THE E-COMMERCE SYSTEM For which an application for Letters Patent of the United States of Amercia was executed on the date of execution of this assignment; WHEREAS, PRICESTER.

EX-10.1

[Letterhead of Proby & Associates, Inc.] March 15, 2004 LETTER OF AGREEMENT Bernard Gutman Chairman of the Board Pricester.com Hallandale, Florida Dear Bernie Thank you for selecting Proby Associates, Inc. to provide public relations services for Pricester.com. This Letter of Agreement, when co-signed by you, names Proby & Associates, Inc. as public relations counsel for Pricester.com. Under the d

EX-4

AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (herein, together with all Exhibits, ("Agreement") is entered in to as of June 4, 2004 by and between Pricester.

EX-10

FORM OF LOCKUP AGREEMENT WHEREAS, Pricester.com, Inc., a Nevada corporation hereafter the "Corporation", is in the process of registering a portion of its securities for sale to the public; WHEREAS, pursuant to the terms of the merger with Pricester.com, Inc., a Florida corporation, the undersigns common shares are being registered in the registration statement; and WHEREAS, the Corporation, these

SB-2

EX-3

Business Advantage No. 22, Inc. A Nevada Corporation Articles of Incorporation KNOW ALL MEN BY THESE PRESENTS: That the undersigned has this day formed a corporation for the transactions of business, and the promotion and conduct of the objects and purposes hereinafter stated, under and pursuant to Chapter 78 of the Nevada Revised Statures. I DO HEREBY CERTIFY: 1. NAME. The name of the corporation

EX-3.1

Business Advantage No. 22, Inc. A Nevada Corporation Secretary of State File No. 5889-1998 BYLAWS ARTICLE 1 - OFFICES 1.1 Registered or Statutory Office, and Resident Agent. The Resident Agent for the corporation shall be The Business Advantage, Inc., a Nevada corporation. The registered or statutory office of the corporation in the State of Nevada is located Minden, Nevada. The Directors may chan