SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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 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
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

General
1. Please refer to prior comment 1.  Please clarify the references
to
you and Pricester Florida and the related transactions.  For
example,
we note the disclosure on page 53 to the spin-off to be completed.
Also, update the disclosure to the extent practical.  For example,
revise page 18 to clarify the amount due to Mr. Jordan after the
issuance of 250,000 shares to him.  Also, revise page 18 to update
the listing of products and websites.  As other examples, update
the
status development of the personal website, lead generation
program
and specialty stores disclosed on pages 21-27 and update the
status
of the call center agreement on page 37 and any material delays.
In
addition, update page 30 concerning the status of the provisional
patent filed in 2003.

Business, page 17
2. Please refer to prior comment 6.  Please clarify why you have
received revenues primarily from Pricester Complete.  We note the
disclosure on pages 18 and 19 about the number of websites, item
listings, members, visitors a month and hits per month and the
first
paragraph on pages 19 and 20 about what you allow consumers to do.

Third Party Providers, page 33
3. The disclosure about the World Choice agreement appears to
conflict with the agreement.  For example, we note section 5 of
the
agreement concerning exclusive marketing compared to the
disclosure
on page 33.  Also, expand page 33 to discuss the hotel
commissions.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 34
4. Please expand the disclosure to discuss the increase in
accounts
payable, the decrease in the loan receivable and the material
terms
of the notes payable, such as the interest rate and due date.  In
addition, discuss in greater detail how you used the proceeds,
such
as the cost for the commercial and infomercial to the extent
applicable.  Quantify the disclosure to the extent practical.
Also,
file the note as an exhibit.

Plan of Operations, page 36
5. The disclosure on page 37 of the timeline in the table
conflicts
with the further description of milestones on page 37.  Also,
clarify
the extent to which each milestone needs to be completed before
you
can begin the next milestone.  In addition, clarify how long you
can
satisfy your cash requirements and how you intend to fund your
marketing program.
6. Please refer to prior comment 10.  Please disclose any expected
significant change in the number of contractors and employees,
such
as programmers, designers and salespersons over the next twelve
months.  Also, clarify whether the fourteen salespersons are your
employees or contractors.
7. Please disclose when you previewed the commercial and
infomercial
and briefly discuss any material delays.  Also, discuss your
relationship with More Media Direct, such as whether you have a
written agreement with them.  Also, discuss the material terms of
the
agreement and file the agreement as an exhibit to the extent
applicable.

Certain Relationships and Related Transactions, page 37
8. Please provide the disclosure required by Item 404 of
Regulation
S-B.  For example, we note the amount owed to Taking a Company
Public
and the transfer of 250,000 shares to Mr. Jordan.  We also note
the
reduction since December 31, 2004 in the amount of the loan
receivable from the officer.

Executive Compensation,  page 42
9. Please refer to prior comment 12.  Please revise the table to
include the compensation paid to the officers and directors that
you
refer to in your response.

 Determination of Offering Price, page 47
10. Please discuss, if applicable, the consideration given to the
recent issuances of shares of your shares, such as for cash and
services, in determining the offering price.

Note 7.  Stockholders` Equity (Deficit), page 64

11. We note your disclosure that your principal shareholder
donated
32,000 shares of common stock in March 2005 to be used by the
Company
to settle an outstanding accounts payable balance.  We also note
your
disclosure on page 30 that Joe Puentes transferred 32,000 shares
held
by him to Proby & Associates, Inc. in April 2005 for previous
services rendered.  We further note your disclosure on page 46
describing shares Mr. Puentes transferred to other individuals as
well as to Proby & Associates.  Tell us and revise your filing to
explain how you accounted for these transactions.  Revise your
filing
to also clarify the timing of these transactions.  Cite the
accounting literature relied upon and tell us how SAB Topic 5.T.
impacts your conclusions.

Note 13.  Recent Accounting Pronouncements, page 70

12. We note your disclosure that SFAS 123(R) will have no impact
on
your financial statements since you have accounted for all awards
granted to employees using the fair value method.  We also note
your
disclosure in Note 12 to the financial statements that you have
not
recorded $10,000 related to the fair value of your stock options
that
were granted to employees.  Please tell us and revise your filing
to
clarify your accounting policy for equity instruments including
stock
options issued to employees.  In your disclosure, please also
clarify
why the adoption of SFAS 123(R) would not materially impact your
financial statements.

Note 14.  Common Stock Options, page 97

13. Please refer to prior comment 13.  Please revise your filing
to
include this proposed disclosure.

Item 26.  Recent Sales of Unregistered Securities
14. Please disclose the exemption from registration for the
issuance
of shares in April 2004 and May 2004.

Item 27.  Exhibits
15. Please revise the exhibit index.  For example, we note the
reference to two agreements filed as Exhibit 10.4 and footnote 1
to
Exhibit 5.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Tara Harkins at (202) 551-3639 or Jay Webb
at
(202) 551-3603 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3602 with any other questions.

      Sincerely,

							Thomas A. Jones
							Senior Attorney

cc (via fax): Jody Walker, Esq.

??

??

??

??

Joe Puentes
Pricester.com, Inc.
June 24, 2005
Page 1

</TEXT>
</DOCUMENT>