UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB-A2

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period ended March 31, 2001


             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the Transition Period ___________ to ___________

                       Commission File Number:  000-25891


                             MarketCentral.net Corp

             (Exact name of Registrant as specified in its charter)


Texas                                                                 76-0270330
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

6401  South  Boston  Street,  Villa  Q-205,  Englewood,  CO                80111
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (720)  489-1315



As  of June 4, 2001, the number of shares outstanding of the Registrant's Common
Stock  was  11,259,356.

Transitional  Small  Business  Disclosure  Format:             Yes  [ ]  No  [x]


                          ITEM 1. FINANCIAL STATEMENTS

                                        1
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A/ FCOM, INC.)
                           CONSOLIDATED BALANCE SHEET
                          (A DEVELOPMENT STAGE COMPANY)
                                 MARCH 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                      <C>
CURRENT ASSETS:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $   2,162
  Employee receivable . . . . . . . . . . . . . . . . .     10,263
  Interest receivable, related party. . . . . . . . . .      1,622
  Deposits. . . . . . . . . . . . . . . . . . . . . . .      4,425
  Prepaid expenses. . . . . . . . . . . . . . . . . . .     29,333
                                                         ----------

  Total Current Assets. . . . . . . . . . . . . . . . .     47,805
                                                         ----------

EQUIPMENT, net of accumulated depreciation of $1,269. .     12,270

NOTES RECEIVABLE, related party . . . . . . . . . . . .     14,314

OTHER INTANGIBLES . . . . . . . . . . . . . . . . . . .     18,786

GOODWILL, net of accumulated amortization of $2,273 . .    550,878
                                                         ----------

                                                         $ 644,053
                                                         ==========


 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable. . . . . . . . . . . . . . . . . . .  $  28,938
  Accrued expenses. . . . . . . . . . . . . . . . . . .    175,753
  Notes payable . . . . . . . . . . . . . . . . . . . .    115,742
                                                         ----------

    Total Current Liabilities . . . . . . . . . . . . .    320,433
                                                         ----------

LONG-TERM DEBT, related party . . . . . . . . . . . . .    100,000
                                                         ----------

    Total Liabilities . . . . . . . . . . . . . . . . .    420,433
                                                         ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock - $0.0001 par value; 100,000,000 shares
     authorized; 10,419,344 issued and outstanding. . .      1,040
  Additional paid-in capital. . . . . . . . . . . . . .    784,708
  (Deficit) accumulated during the development stage. .   (562,128)
                                                         ----------

    Total Stockholders' Equity (Deficit). . . . . . . .    223,620
                                                         ----------

                                                         $ 644,053
                                                         ==========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                               FOR THE PERIOD
                                            FOR THE THREE      FROM INCEPTION
                                            MONTHS ENDED      (AUGUST 2, 2000)
                                           MARCH 31, 2001    TO MARCH 31, 2001
<S>                                       <C>               <C>
REVENUE: . . . . . . . . . . . . . . . .  $             -   $                -
                                          ----------------  -------------------
COSTS AND EXPENSES:
  General and administrative expense . .          159,902              559,041
  Depreciation and amortization. . . . .            2,950                3,542
                                          ----------------  -------------------
    Total Operating Expenses . . . . . .          162,852              562,583
                                          ----------------  -------------------
OTHER INCOME (EXPENSE):
  Interest income. . . . . . . . . . . .            1,622                1,622
  Interest expense . . . . . . . . . . .           (1,167)              (1,167)
                                          ----------------  -------------------
    Net Other Income (Expense) . . . . .              455                  455
                                          ----------------  -------------------
NET (LOSS) . . . . . . . . . . . . . . .  $      (162,397)  $         (562,128)
                                          ================  ===================

NET (LOSS) PER SHARE, BASIC AND DILUTED.  $         (0.05)
                                          ================

WEIGHTED AVERAGE SHARES OUTSTANDING, . .        3,399,312
                                          ================
  BASIC AND DILUTED
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A/ FCOM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (A DEVELOPMENT STAGE COMPANY)
                                 MARCH 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                   For the Three     From Inception
                                                                   Months Ended     (August 2, 2000)
                                                                  March 31, 2001    to March 31, 2001
<S>                                                              <C>               <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (162,395)  $         (562,126)
Adjustments to reconcile net (loss) to net cash from operating
    activities:
  Depreciation and amortization . . . . . . . . . . . . . . . .            2,949                3,541
  Stock issued for services at $.04 per share . . . . . . . . .          120,264              120,264
  Stock issued for compensation at $.001 per share. . . . . . .                -               94,595
  Changes in assets and liabilities:
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .          (29,333)             (29,333)
  Accounts receivable, related parties. . . . . . . . . . . . .                -              (14,314)
  Other assets. . . . . . . . . . . . . . . . . . . . . . . . .          (11,885)             (16,310)
  Accounts payable and accrued expenses . . . . . . . . . . . .            2,901              113,670
                                                                 ----------------  -------------------

    Net Cash (Used) by Operating Activities . . . . . . . . . .          (77,499)            (290,013)
                                                                 ----------------  -------------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of equipment . . . . . . . . . . . . . . . . . . . .                -              (13,539)
  Acquisition costs . . . . . . . . . . . . . . . . . . . . . .          (18,786)             (18,786)
                                                                 ----------------  -------------------
    Net Cash (Used) by Investing Activities . . . . . . . . . .          (18,786)             (32,325)
                                                                 ----------------  -------------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from sale of common stock. . . . . . . . . . . . . .                -              227,500
  Proceeds of note payable, related party . . . . . . . . . . .          100,000              100,000
  Proceeds of notes payable . . . . . . . . . . . . . . . . . .           25,000               25,000
  Payments of convertible debt. . . . . . . . . . . . . . . . .          (28,000)             (28,000)
                                                                 ----------------  -------------------
    Net Cash Provided by Financing Activities . . . . . . . . .           97,000              324,500
                                                                 ----------------  -------------------
INCREASE IN CASH. . . . . . . . . . . . . . . . . . . . . . . .              715                2,162
Cash, beginning of period . . . . . . . . . . . . . . . . . . .            1,447                    -
                                                                 ----------------  -------------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . .  $         2,162   $            2,162
                                                                 ================  ===================
Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .  $             -   $                -
                                                                 ================  ===================
  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             -   $                -
                                                                 ================  ===================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying  unaudited  consolidated  financial  statements  include  the
accounts  of  MarketCentral.Net  Corp.  (the  "Company")  and  its  wholly owned
subsidiaries.  The  financial  statements  have been prepared in accordance with
generally  accepted  accounting principles for interim financial information and
in  accordance  with  the instructions for Form 10-QSB. Accordingly, they do not
include  all  of  the  information  and footnotes required by generally accepted
accounting  principles.

In the opinion of management, the unaudited interim financial statements for the
three  months  ended March 31, 2001 are presented on a basis consistent with the
audited  financial  statements  and  reflect all adjustments, consisting only of
normal  recurring  accruals,  necessary  for fair presentation of the results of
such  period.  The  results  for  the  three months ended March 31, 2001 are not
necessarily  indicative  of  the results of operations for the full year.  These
unaudited  consolidated  financial statements should be read in conjunction with
the  audited consolidated financial statements and notes thereto included in the
Company's  Annual  Report  on  Form  10-KSB of the year ended December 31, 2000.

Certain  amounts  in  the  prior  period's  financial  statements  have  been
reclassified  for  comparative  purposes  to  conform  to  the  current  year
presentation.

NOTE  2  -  ACQUISITION

On  March  21,  2001,  FCOM,  Inc.  was acquired by MarketCentral.net Corp. FCOM
exchanged  all of its issued and outstanding common stock, 11,854 A warrants and
11,854  B  warrants  exercisable  at  $.50 and $1.00, respectively for 2,476,288
shares  of  MarketCentral.net  Corp.'s  common  stock and acquired in a separate
transaction  from  the  majority  stockholders  of  MarketCentral.net  Corp.  an
additional  1,960,560  shares  of  common  stock  in  exchange  for  a  $325,000
convertible  debenture.  The convertible debenture was convertible at 60% of the
average  market  price  of  FCOM's common stock for the 30 preceding days at the
option of the debenture holder.  Immediately upon completion of the acquisition,
FCOM  was  relieved  of  $233,280  of  the  debt  by releasing the shares to the
debenture  holders.  Due  to  the  fact  that  following  the  acquisition,  the
stockholders  of FCOM were in control of the combined entity, the acquisition is
accounted  for  as though FCOM is the accounting acquirer and the acquisition is
treated  as  a  reverse  acquisition  for  accounting  purposes.

NOTE  3  -  NOTES  PAYABLE  AND  CONVERTIBLE  DEBT

The  Company  obtained one-year demand loans from a stockholder in the amount of
$37,500 on August 9, 2000 and in the amount of $28,000 on November 7, 2000.  The
notes bear interest at the Chase Prime Rate plus 1% per annum.  Unpaid principal
after  the  due  date  shall  accrue  at  10%  per  annum.

In  January  2001  the Company entered into a convertible debenture for $25,000.
The  debenture bears interest at 18% with principal and interest due February 1,
2002.  The  debenture was convertible into shares of common stock of a potential
acquisition  target  only if the merger or acquisition occurred with this target
company.  The  merger  did  not  occur  and  the  debt is no longer convertible.

                                        5
<PAGE>

NOTE  4  -  NOTES  PAYABLE  -  RELATED  PARTY

During  February  2001  the  Company  borrowed $100,000 from a stockholder.  The
five-year  loan is unsecured and bears interest at 5% with principal and accrued
interest  due  at  maturity.

NOTE  5  -  STOCKHOLDERS'  EQUITY

In March 2001 the Company entered into various consulting agreements to identify
suitable  merger/acquisition  candidates, to secure required debt financing, and
for  financial  services  for  a  term  of  one  year.  In  connection  with the
agreements,  the  Company  issued  2,206,608  shares  of  common stock valued at
$88,265.

In  March 2001, the Company issued 634,780 shares of common stock valued at $.06
per  share  representing  a  conversion  of  a  $38,478  note  payable.

NOTE  6  -  RELATED  PARTY  TRANSACTIONS

In March 2001 the Company entered into a consulting agreement with a stockholder
of  the  Company  to  identify suitable merger/acquisition candidates and secure
debt  financing  for a term of one year in exchange for 800,000 shares of common
stock valued at $32,000.    During the agreement and up to three years after its
expiration,  the  Company  shall  pay  a  3.5%  fee upon the closing of any debt
financing  or  successful  merger/acquisition  introduced  by  the  consultant.


                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

PLAN  OF  OPERATION

We  are  a  development  stage  provider  of  products  and services that enable
publishers,  advertisers,  direct  marketers and promotional merchants to market
products  and/or advertisements to Internet service providers (ISP) subscribers.
We  offer  advertisers  capabilities for advert delivery, targeting and audience
tracking.

The  Company does not anticipate any significant purchases or sales or equipment
during  the  next  twelve  months  and  has  not  engaged  in  any  research and
development  activities  since  inception.

RESULTS  OF  OPERATIONS

During  the  three  months  ended March 31, 2001, we had limited operations, and
therefore,  we  believe  that  a  comparison of the results of operations of the
Company's  predecessor  for  the  three  months ended March 31, 2000 has limited
value  for  evaluating  trends  or  as  a  basis  for predicting future results.

During  the  three  months  ended  March 31, 2001, the Company had a net loss of
$162,397.   The  Company  incurred  general and administrative costs of $159,902
during  this  period.  A  substantial  portion  of  the  expenses  consisted  of
consulting  and  salary  expenses.

     Interest  expense  was  $1,167  for  the three months ended March 31, 2001.

                                        6
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

We  finance  our  operations  and capital requirements primarily through private
debt  and  equity  offerings.

We  currently  have  no  material  commitments  for  capital  requirements.

As of March 31, 2001 the Company had cash and cash equivalents of $2,162.  Total
assets  were  $644,053 at March 31, 2001. A major portion of that amount was the
$550,878  of  goodwill,  net  of accumulated amortization of $2,273 that was the
result  of  the  purchase  of  FCOM,  Inc.

For  the  three-month period ended March 31, 2001 the net cash used in operating
activities  was  ($77,499).  The Company's net cash used in investing activities
was  ($18,786).  The  net  cash  that  was  provided by financing activities was
$97,000  this  quarter.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

In  June  1998  the  Financial  Accounting  Standards  Board (the "FASB") issued
Statement  of  Financial  Accounting  Standards  (SFAS) No. 133, "Accounting for
Derivative  Instruments  and  Hedging Activities", which had an initial adoption
date  of  January  1,  2000.  In  June  1999 the FASB issued SFAS No. 137, which
delayed  the effective date for implementing SFAS No. 133 until the beginning of
2001.  In  June  2000  the  FASB  issued  SFAS  No.  138,  which amended certain
provisions  of  SFAS  No.  133  with  the objective of easing the implementation
difficulties  expected  to  arise.  MarketCentral.net  adopted  SFAS  No. 133 as
amended  by SFAS No. 138 effective January 1, 2001. The adoption of SFAS No. 133
had no material impact on MarketCentral.net's financial conditions or results of
operations.

In  December  1999  the  Securities and Exchange Commission ("SEC") issued Staff
Accounting  Bulletin  101,  "Revenue  Recognition in Financial Statements" ("SAB
101"),  which  provides  guidance  related  to  revenue  recognition  based  on
interpretations  and  practices  followed  by  the SEC. SAB 101A was released on
March  24,  2000  and  deferred  the  effective date to no later than the second
fiscal  quarter  beginning  after December 15, 1999. In June 2000 the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
requires  companies to report any changes in revenue recognition as a cumulative
change  in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion No. 20, "Accounting Changes". Management has
accessed  the  implementation and determined that there is no significant impact
on  the  consolidated  financial  statements  of  the  Company.

     SEASONALITY
We  do  not  believe  that  our  business  is  seasonal.

                                        7
<PAGE>

                           PART II - OTHER INFORMATION

None.


                                   SIGNATURES

Pursuant  to  the requirements of the Securities Act of 1934, the Registrant has
duly  caused this report to be signed on its behalf by the undersigned thereunto
duly  authorized  on  April  18,  2002.

MARKETCENTRAL.NET  CORP.
(Registrant)

By:  /s/  Paul  R.  Taylor
Paul  R.  Taylor
Chief  Executive  Officer,
Principal Executive Officer
and Principal Accounting Officer

                                        8
<PAGE>