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

This report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. The outcome of these risks and uncertainties are beyond the control of the Company and its management.

OVERVIEW

Through December 31, 2005, we were a developmental stage e-commerce company. We currently operate an e-commerce website that enables any business to establish a fully functional online retail presence. Our website, Pricester.com, is an Internet marketplace which allows vendors to host their website with product and service listings and allows consumers to search for listed products and services.

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

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

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

PLAN OF OPERATIONS

We have only received minimal revenues. We only have sufficient cash on hand to meet funding requirements for the next 60-90 days. We do not have sufficient cash on hand to meet funding requirements for the next twelve months. Although we eventually intend to primarily fund general operations and our marketing program with revenues received from the sale of the Pricester Custom Designed Websites, hosting and transaction fees, our revenues are not increasing at a rate sufficient to cover our monthly expenses in the near future. We will have to seek alternative funding through debt or equity financing in the next twelve months that could result in increased dilution to the shareholders. No specific terms of possible equity or debt financing have been determined or pursued.

21 GOING CONCERN

As reflected in the accompanying consolidated financial statements, we had an accumulated deficit of $7,343,825, a working capital deficit of $1,147,350, had net losses for the nine months ended September 30, 2008 of $2,906,625 and cash used in operations during the nine months ended September 30, 2008 of $(211,700). While we are attempting to increase sales, it has not been significant enough to support the Company's daily operations. We will attempt to raise additional funds by way of a public or private offering. While we believe in the viability of our strategy to improve sales volume and in our ability to raise additional funds, there can be no assurances to that effect. Our limited financial resources have prevented us from aggressively advertising our products and services to achieve consumer recognition. Our ability to continue as a going concern is dependent on our ability to further implement our business plan and generate increased revenues.

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

Results of Operations.

Nine months ended September 30, 2008 compared to nine months ended September 30, 2007

Net sales for the nine months ended September 30, 2008 were $84,867 as compared to net sales of $147,686 for the nine months ended September 30, 2007, a decrease of $62,819 or approximately 43%. The decrease in revenues is primarily attributable to the non renewal of subscribers who had completed their annual hosting commitment during the nine months ended September 30, 2008. We are continuing to create customer awareness for our products. We have developed an aggressive strategy to increase revenues by restructuring our sales force, revisiting the terms of hosting and creating other attractive sales packages. Additionally, we have increased our marketing efforts and began offering website hosting services. There can be no assurances that we will continue to recognize similar net revenue in future periods or that we will ever report profitable operations.

Total operating expenses for the nine months ended September 30, 2008 were $691,156, a decrease of $641,731, or approximately 48%, from total operating expenses in the nine months ended September 30, 2007 of $1,332,887. This decrease is primarily attributable to:

- an increase of $2,902, or approximately 79%, in advertising expense incurred to promote our website and products. The increase is due to the launched of our Copia World International Shopping Portal division,

23 - a decrease of $3,877, or approximately 16%, in professional fees incurred in connection with our SEC filings,

- a decrease of $357,786, or approximately 63%, in consulting fees in connection with the issuance of our common stock for services rendered and amortization of prepaid expense in connection with deferred compensation in 2007. This decrease is primarily attributable to the decrease in fair values of our common stock during the nine months ended September 30, 2008 as compared to the same period in fiscal 2007.

- a decrease of $246,471, or 42%, in compensation expense to $337,669 for the nine months ended September 30, 2008 as compared to $584,140 for the nine months ended September 30, 2007. Compensation expense which include salaries and stock based compensations to our employees. During the nine months ended September 30, 2008, the Company issued in aggregate 3,000,000 shares of common stock to our CEO and an officer in connection with their employment agreements dated January 14, 2008. The decrease is attributable to a decrease in stock based compensation attributable to the fair value of common shares issued for services to our CEO and certain employees during the same period in fiscal 2007,

- a decrease of $36,499, or approximately 24%, in other selling, general and administrative expenses as a result of decrease in general expenses and office expenses attributable to decreased spending due to limited financial resources.

We reported a loss from operations of $(606,289) for the nine months ended September 30, 2008 as compared to a loss from operations of $(1,185,201) for the nine months ended September 30, 2007.

Total other expense for the nine months ended September 30, 2008 were $2,300,336, an increase of $2,300,336, from total other expense in the nine months ended September 30, 2007 of $0. This increase is primarily attributable to:

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

- an increase of $1,051,943 in interest expense as a result of the assumption of certain convertible debt in connection with a settlement agreement entered into on May 23, 2008. We also recognized a gain on settlement of debt of $469,284 to a former officer of Genesis in connection with this settlement agreement.

We reported a net loss of $(2,906,625) or (0.06) per share for the nine months ended September 30, 2008 as compared to a net loss of $(1,185,201) or $(0.04) per share for the nine months ended September 30, 2007.

24 Three months ended September 30, 2008 compared to three months ended September 30, 2007

Net sales for the three months ended September 30, 2008 were $36,957 as compared to net sales of $46,805 for the three months ended September 30, 2007, a decrease of $9,848 or approximately 21%. The decrease in revenues is primarily attributable to the non renewal of subscribers who had completed their annual hosting commitment during the three months ended September 30, 2008. We are continuing to create customer awareness for our products. We have developed an aggressive strategy to increase revenues by restructuring our sales force, revisiting the terms of hosting and creating other attractive sales packages. Additionally, we have increased our marketing efforts and began offering website hosting services. There can be no assurances that we will continue to recognize similar net revenue in future periods or that we will ever report profitable operations.

Total operating expenses for the three months ended September 30, 2008 were $100,711, a decrease of $155,453, or approximately 61%, from total operating expenses in the three months ended September 30, 2007 of $256,164. This decrease is primarily attributable to:

- an increase of $434, or approximately 69%, in advertising expense incurred to promote our website and products. The increase is due to the launched of our Copia World International Shopping Portal division,

- an increase of $8,969, or approximately 598%, in professional fees incurred in connection with our SEC filings. The increase is due to an increase in accounting fees,

- a decrease of $115,698, or approximately 94%, in consulting fees in connection with the issuance of our common stock for services rendered and amortization of prepaid expense in connection with deferred compensation in 2007. This decrease is primarily attributable to the decrease in fair values of our common stock during the three months ended September 30, 2008 as compared to the same period in fiscal 2007,

- a decrease of $35,864, or 43%, in compensation expense to $47,199 for the three months ended September 30, 2008 as compared to $83,063 for the three months ended September 30, 2007. Compensation expense which includes salaries and stock based compensations to our employees. The decrease is attributable to a decrease in stock based compensation attributable to the fair value of common shares issued for services to our CEO and certain employees during the same period in fiscal 2007,

- a decrease of $13,294, or approximately 27%, in other selling, general and administrative expenses as a result of decrease in general expenses and office expenses attributable to decreased spending due to limited financial resources.

We reported a loss from operations of $(63,754) for the three months ended September 30, 2008 as compared to a loss from operations of $(209,359) for the three months ended September 30, 2007.

25 Total other expense for the three months ended September 30, 2008 were $1,113, an increase of $1,113, from total other expense in the three months ended September 30, 2007 of $0. This increase is primarily attributable to:

- an increase of $1,113 in interest expense as a result of the assumption of certain loans in connection with a settlement agreement entered into on May 23, 2008.

We reported a net loss of $(64,867) or (0.00) per share for the three months ended September 30, 2008 as compared to a net loss of $(209,359) or $(0.01) per share for the three months ended September 30, 2007.

Liquidity and Capital Resources.

During the nine months ended September 30, 2008, we received net proceeds of $303,412 and subscription receivable of $24,750 from the sale of our common stock. These funds were used for working capital purposes.

Net cash used in operating activities for the nine months ended September 30, 2008 amounted to $211,700 and was primarily attributable to our net losses of $2,906,625 offset by stock based compensation of $275,814, amortization of prepaid expense in connection with deferred compensation of $142,585, depreciation of $1,893, impairment expense of $1,717,602, interest expense of $1,049,717 in connection with the settlement agreement and add back of gain on settlement of debt of $469,284 and changes in assets and liabilities of $23,402. Net cash flows used in operating activities for the nine months ended September 30, 2007 amounted to $164,943 and was primarily attributable to our net losses of $1,185,201 offset by non-cash compensation of $407,280, amortization of prepaid expense in connection with deferred compensation of $608,768, depreciation of $2,345, donation of former officer's compensation of 15,000 and changes in assets and liabilities of $13,135.

Net cash flows provided by financing activities was $220,312 for the nine months ended September 30, 2008 as compared to net cash provided by financing activities of $155,239 for the nine months ended September 30, 2007, an increase of $65,073. For the nine months ended September 30, 2008, we received proceeds from the sale of common stock of $303,412, proceeds from related parties of $8,000 and offset by payments on related party advances of $91,100. For the nine months ended September 30, 2007, we received proceeds from the sale of common stock of $98,339 and proceeds of $75,500 from related party advances offset by the repayment of related party advances of $18,600.

We reported a net increase in cash for the nine months ended September 30, 2008 of $8,612 as compared to a net decrease in cash of $9,704 for the nine months ended September 30, 2007. At September 30, 2008, we had cash on hand of $9,462.

26 RECENT ACCOUNTING PRONOUNCEMENTS

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

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). This statement requires companies to provide enhanced disclosures about (a) how and why they use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company's financial position, financial performance, and cash flows. SFAS 61 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company will adopt the new disclosure requirements on or before the required effective date and thus will provide additional disclosures in its financial statements when adopted.

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

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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