SecProbe.io

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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
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you are registering 21,262,500 common shares that
will
be exchanged with the outstanding common shares of Pricester.com
(Florida).  A Form SB-2 cannot be used for registering exchange
offerings.  See General Instruction A.1 of Form SB-2; see also,
Section G.130 of SEC Manual of Publicly Available Telephone
Interpretations.  Please remove from this file any part referring
to
the exchange offering and file a separate registration statement
on an
appropriate form with appropriate disclosure concerning the
exchange
offer.
2. Please supplementally provide us with copies of all artwork and
any
graphics that you intend to include in the prospectus.
3. Throughout the document, please clarify if you are referring to
the
Nevada corporation or the Florida corporation when you use
"Pricester"
in the prospectus.
4. Please provide the information required by Item 103 of
Regulation
S-B.
5. Please describe the factors that were considered in determining
the
offering price.  Refer to Item 505 of Regulation S-B.

Front of Registration Statement
6. Please provide the name of your agent for service.  See Form
SB-2.

Prospectus Cover Page
7. Here and in Prospectus Summary section, you refer to risk
factors
beginning on page 6.  Please correct the page number.

Inside Front and Outside Back Cover Page
8. Please provide the dealer prospectus delivery obligation legend,
as
required by Item 502(b) of Regulation S-B.

Prospectus Summary - Page 4
9. Please expand this section to briefly discuss material
information
about the company, such as that you are a development stage
company
and the lack of revenues.  Also, please provide summary financial
information.

Risk Factors - Page 4
10. Please add a risk factor disclosing that your auditor raised
substantial doubt about your ability to continue as a going
concern.
11. Please add a risk factor disclosing the extent to which your
officers and directors control the company.  We note the
disclosure on
page 22.
12. We note the disclosure that your "business is subject to
numerous
risk factors, including the following."  Please expand the
disclosure
to discuss the material risks.  For example, we note the
following:
* The initial price of $5 may have little or no relationship to
the
market price, if any of your common stock;
* Future sales by your stockholders could cause the stock price to
decline;
* There are risks related to international operations;
* Your dependence on key personnel;
* System interruption;
* Government regulation of the internet and e-commerce;
* The need to quickly adapt to changing customer requirements and
industry standards;
* Whether you may not be able to adequately protect your
intellectual
property rights;
* Whether you could be liable for breaches of security on your
website
and fraudulent activity of users;
* Whether you may be subject to product liability claims if people
are
harmed by products sold through your program; and
* Whether you intend to collect sales taxes and the uncertainty of
such liability.

We do not have a market in our securities... - Page 4
13. Please disclose if you have applied for listing on OTC
Bulletin
Board.  If so, describe the status.

Our inability to further develop a customer base would negatively
hurt ... - Page 5
14. Please revise to discuss the risk.  We note the bullets in
this
risk factor about your intended development.

Present and future competitors could negatively impact... - Page 6
15. Please divide this risk factor into separate risk factors.
You
should highlight the risk concerning significant competition with
Yahoo, Amazon and Ebay.  Another risk factor should highlight the
risk
from competition with other Internet companies.  In addition, a
risk
factor should highlight that you face competition from traditional
companies.
16. Please compare your revenue with that of Yahoo, Amazon, and
Ebay.

We plan to expand our business.  This expansion may involve ... -
Page
5
17. Please expand the appropriate section to discuss your plans to
expand your business, such as any planned acquisition and the
status.
18. Please expand the risk factor to discuss the material risks
from
such expansion, such as whether you may issue shares for such
expansion and dilution or the difficulty of combining operations.

Business - Page 7
19. We note your description of the transaction between Business
Advantage No. 22, Inc. and Pricester.com, Inc.  Tell us
supplementally
and revise the description of the transaction to address the
following:
a. Describe the significant terms of the transaction with Business
Advantage No. 22, Inc. and Pricester.com, Inc.
b. Identify the entity that will gain voting equity control once
the
transaction is consummated;
c. Clarify within this section and throughout the filing the names
of
the entities acquired and the surviving entity. Both entities have
similar names and the current information provided can be
confusing.
d. Describe clearly who the acquirer and acquiree are for both
legal
and accounting purposes.  We note the merger of a private
operating
company into a non-operating public shell corporation with nominal
net
assets typically is considered by the staff to be a capital
transaction in substance, rather than a business combination.
That is,
the transaction is equivalent to the issuance of stock by the
private
company for the net monetary assets of the shell corporation,
accompanied by a recapitalization.  The accounting is identical to
that resulting from a reverse acquisition, except that no goodwill
or
other intangible should be recorded. In this regard, confirm you
will
account for the transaction as a recapitalization with no
recognition
of goodwill and other intangibles or tell us why that accounting
is
not appropriate.
e. Finally, disclose the business purpose of the transaction.
20. Please describe the business development of Pricester (Nevada)
and
Pricester (Florida) during the last three years.  See Item 101(a)
of
Regulation S-B.  Describe in detail the activities they were
engaged
in.
21. Please describe in detail the material terms of the "agreement
and
plan of reorganization" entered in June 3, 2004.  In addition,
disclose if there were any other agreements or arrangements made
related to the planned reorganization.
22. Please disclose if you or Pricester (Florida) has paid
consulting
fees, finder`s fees, or any other fees in exchange for services
related to the reorganization.  If so, name the recipient,
disclose
the consideration paid, and describe the service he or she
provided.
23. Please discuss in detail the business purpose of the planned
reorganization.
24. It appears that Business Advantage No. 22, Inc. was a blank
check
company.  This Division has issued an interpretative letter to the
NASD-Regulation which concludes that promoters or affiliates of a
blank check company and their transferees would act as
"underwriters"
under the Securities Act of 1933 when reselling the securities of
the
blank check company.  That letter also indicates that we believe
that
those securities can be resold only through a registered offering.
Rule 144 would not be available for those resale transactions
despite
technical compliance with the requirements of that Rule.  See
letter
to Ken Worm dated January 21, 2000.  Please describe this letter
in an
appropriate section and disclose that this policy applies to the
shareholders of Business Advantage.
25. Please supplementally provide us with independent, objective
support for the following statements:
* American consumers in the final quarter of 2003 ... spent $17.2
billion buying goods online (page 8);
* ... this seemingly large figure represents a miniscule 1.9
percent
of total U.S. retail sales for the period (page 8);
* ... unlike every other store or auction website, or ISP hosted
commercial site on the Internet, only the Pricester.com online
store
offers a fully functional commercial online presence without any
hosting, setup, item, listing or monthly subscription or
membership
fees (page 9); and
* We can cater to a large amount of online vendors without the use
of
a large amount of centralized disk space (page 14).
26. You state that you will create a fully functional retail site
for
a nominal $199 charge.  Please describe in much more detail the
service you provide for that amount.  Disclose if the retail site
would be posted on Internet indefinitely, and if you charge other
fees
related to the maintenance or hosting of such web site.
27. Please discuss in greater detail your business, such as
whether
your service is available 24-hours a day, the number of active
users
and the extent to which your geographical area includes
international
areas.  In addition, discuss in greater detail the auction process,
such as the whether you may need to suspend participants from
future
auctions.

Pricester`s Products & Services - Page 9
28. Please disclose if the listed products and services are
currently
offered or in development.  For each service, disclose if it is
provided for free or if you charge fees.  Also, disclose when you
first began offering such products and services and the reason for
the
lack of revenues.
29. Please discuss in greater detail how your product works -
instant
messaging compared to emailing and auctions that are timed.
30. For barter transactions, how do you valuate the products or
services exchanged, and how do you calculate and charge the
transaction fees?
31. We note that you provide reverse auction services.  Please
address
if your service infringes the business method patent used by
others.
If there is a risk that there might be an infringement, add a risk
factor with relevant facts.
32. Please supplementally provide support for the reference on
page 11
to your "technical staffers are experts."

33. On page 11, you state that the Pricester Affiliates Program
pays
10% to the vendor on all the fees Pricester collects when they
recommend another store anywhere in the world.  Please describe in
more detail the requirements the vendors need to meet to qualify
for
the payment.  Please provide a concrete example to illustrate how
this
program works.
34. Please describe in more detail how the payment system works.
Do
the end-user customers pay you first, and then you transfer the
amount
to the vendors?  Or do the vendors get paid directly and need
their
own credit card or Paypal vendor account?  If so, how do you
collect
the transaction fees from the vendors?
35. Please discuss in greater detail your relationship with Paypal,
such as discuss the material terms of your agreement with Paypal.
In
addition, file the written agreement as an exhibit.  Also, discuss
in
material risks related to your relationship with Paypal.
36. On page 13, you talk about "upgraded hosting service to
vendors"
for which you charge monthly fees.  Please describe in more detail
the
services you provide for this program.
37. Please describe in detail the resources you would need to
provide
all of the services listed in this section and how much it would
cost
to operate the business as described here.

Trademarks, Patents, & Domains - Page 13
38. You state that you view the computer software technology that
you
have developed as proprietary.  Please describe in more detail the
technology you have developed.  Disclose the amount spent during
each
of the last two years on R&D activities.  See Item 101(b)(10) of
Regulation S-B.
39. Please explain "all exclusive aspects of the Pricester
concept"
including the "Lead Generation Program."
40. Please supplementally advise, with a view to disclosure,
whether
the patent application was filed in your name or by Mr. Puentes.
If
there is a material agreement between you and Mr. Puentes
regarding
the patent, then discuss the material terms of the agreement.

Marketing Strategies -Page 14
41. Please disclose how much it will cost to conduct the public
relations campaign using television, radio, press releases,
internet
marketing, newspaper and magazines and how you intend to finance
the
project.
42. Please discuss in greater detail your market strategy, such as,
if
material, whether you intend to target college students and non-
profit
groups.
43. Please expand the appropriate section to discuss, if
applicable,
that you intend to give back 10% of your net profits to charity.

Competition - Page 14
44. Please provide the disclosure required by Item 101(b)(4) of
Regulation S-B, such as competitive business conditions,
competitive
position and methods of competition.
45. Please briefly discuss that you can cater to a large amount
of ...
centralized disk space."  For example, why is this an advantage?
Why
does your competition have a large amount of centralized disk
space
and you do not?
46. Please explain why your database system is an "exclusive
proprietary Pricester concept."

Properties - Page 14
47. Please disclose the rent you committed to pay for the leased
property.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Page 15

General
48. Please revise this filing to disclose your plan of operations
since you have not had any significant revenue for the past two
fiscal
years as well as other information required by Item 303(a) and (c)
of
Regulation S-B. Within this disclosure, please address the
following
information:
a. Discuss how long you can satisfy your cash requirements and
whether
you will raise additional funds within the next twelve months;
b. Describe any expected purchase or sale of plant and equipment
as
well as any other material commitments;
c. Explain any expected changes in the number of employees; and
d. Present in a separately captioned section any off-balance
arrangements.
49. Please provide your critical accounting policy disclosures and
the
information related to the underlying estimates and judgments
required
by FR-72 and SEC Release No. 33-8350.  The critical accounting
policies discussion should supplement, not duplicate, the
description
of accounting policies that are disclosed in the notes to the
financial statements. While accounting policy notes in the
financial
statements generally describe the method used to apply an
accounting
principle, the discussion in MD&A should present a company`s
analysis
of the uncertainties involved in applying a principle at a given
time
or the variability that is reasonably likely to result from its
application over time.  Please revise your filing to include your
critical accounting polices and within these policies specifically
address the following:
a. Provide information regarding how you arrived at the estimate;
b. How accurate the estimate or assumption has been in the past;