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

                                   FORM 10-QSB

              [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,  ENGLEWOOD,  CO                               80111
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                         (ZIP  CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:         (720)  489-1315

SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(B)  OF  THE  ACT:         NONE
 SECURITIES  REGISTERED  PURSUANT  TO SECTION  12(G)  OF  THE  ACT: COMMON STOCK

AS OF MAY 14 2002 THERE WERE 26,717,170 SHARES OF SHARES OF COMMON STOCK
OUTSTANDING.




TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK ONE): YES [ ]   NO [X]



<PAGE>
ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                           ==========================



                                                         ASSETS
                                                         ------

                                                                                              MARCH 31,
                                                                                                2002
                                                                                            ------------
                                                                                             (UNAUDITED)
<S>                                                                                              <C>
CURRENT ASSETS
 Cash                                                                                        $     6,502
 Interest receivable, related party                                                                6,329
 Deposits                                                                                            250
 Employee receivable                                                                              39,309
 Deferred offering costs                                                                         320,000
 Prepaid expenses                                                                                137,244
 Other assets                                                                                     34,167
                                                                                             ------------

       Total Current Assets                                                                      543,801

EQUIPMENT, net of accumulated depreciation                                                         9,562

EQUITY INVESTMENT                                                                                 42,115

NOTES RECEIVABLE, related party                                                                   94,151

OTHER INTANGIBLES                                                                                  6,999
                                                                                             ------------

                                                                                             $   696,628
                                                                                             ============

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------

CURRENT LIABILITIES:
 Cash overdraft                                                                               $         -
 Accounts payable                                                                                 110,837
 Accrued expenses                                                                                  49,662
 Convertible debt                                                                                 250,000
 Notes payable                                                                                    105,930
                                                                                              ------------

       Total Current Liabilities                                                                  516,429

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

       Total Liabilities                                                                          616,429
                                                                                              ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Common stock - $0.0001 par value; 500,000,000 shares  authorized;
        23,305,288 issued and outstanding                                                           2,335
 Additional paid-in capital                                                                     3,197,582
 Subscription receivable                                                                         (540,000)
 (Deficit) accumulated during the development stage                                            (2,579,718)
                                                                                              ------------

       Total Stockholders' Equity                                                                  80,199
                                                                                              ------------

                                                                                              $   696,628
                                                                                              ============
</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      =====================================

<TABLE>
<CAPTION>

                                                                        FOR THE PERIOD
                                                                        FROM INCEPTION
                                 THREE MONTHS ENDED THREE MONTHS ENDED  (AUGUST 2, 2000)
                                        MARCH 31,       MARCH 31,       TO MARCH 31,
                                          2002            2001          2002
                                      ------------    ------------      ------------
                                      (UNAUDITED)     (UNAUDITED)       (UNAUDITED)
<S>                                      <C>              <C>              <C>

REVENUE:                              $         -     $         -       $         -


OPERATING EXPENSES:
 General and administrative expense       654,804         178,688         2,309,804
 Depreciation                                 677             677             3,977
                                      ------------    ------------      ------------

         Total Operating Expenses         655,481         179,365         2,313,781
                                      ------------    ------------      ------------


OTHER INCOME (EXPENSE):
 Interest income                            3,622           1,622             8,536
 Interest expense                        (258,372)         (1,167)         (271,332)
 Loss on equity investment                      -               -            (3,141)
                                      ------------    ------------      ------------

       Net Other Income (Expense)        (254,750)            455          (265,937)
                                      ------------    ------------      ------------


NET (LOSS)                            $  (910,231)    $  (178,910)      $(2,579,718)
                                      ============    ============      ============


NET (LOSS) PER SHARE                  $      (.04)    $      (.84)
                                      ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING    21,306,365         212,457
                                      ============    ============
</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                ==================================================

<TABLE>
<CAPTION>
                                                                                    FOR THE PERIOD
                                                      THREE MONTHS   THREE MONTHS   FROM INCEPTION
                                                          ENDED          ENDED     (AUGUST 2, 2000)
                                                        MARCH 31,      MARCH 31,    TO MARCH 31,
                                                           2002          2001          2002
                                                        ------------  ------------  ------------
                                                        (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
<S>                                                     <C>           <C>           <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net  (loss)                                             $  (910,231)  $  (178,910)  $(2,579,718)
 Adjustments to reconcile net (loss) to net cash from
     operating activities:
   Depreciation                                                 677           677         3,977
   Stock based compensation                                 114,500             -       262,310
   Stock issued for services                                365,120       120,264     1,463,588
   Beneficial conversion feature of convertible debt        250,000             -       250,000
   Loss on equity investment                                      -             -         3,141
 Changes in assets and liabilities:
   Accounts receivable, related party                       (60,000)            -       (94,151)
   Other current assets                                     (74,891)      (11,885)      (80,055)
   Prepaid expenses                                         (28,274)      (29,333)     (137,244)
   Accounts payable                                          18,069       (69,455)       19,818
   Accrued expenses                                         (24,451)       72,357        49,663
   Bank overdraft                                            (1,890)            -             -
                                                        ------------  ------------  ------------

         Net Cash (Used) by Operating Activities           (351,371)      (96,285)     (838,671)
                                                        ------------  ------------  ------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
 Equity investment                                                -             -        (4,630)
 Purchase of equipment                                            -             -       (13,539)
                                                        ------------  ------------  ------------

         Net Cash (Used) by Investing Activities                  -             -       (18,169)
                                                        ------------  ------------  ------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
 Payments of convertible debt                                     -       (28,000)      (42,500)
 Proceeds from notes payable                                250,000        25,000       279,803
 Payment on line of credit                                     (115)            -          (115)
 Proceeds from note payable, related party                        -       100,000       100,000
 Proceeds from exercise of stock options                          -             -        13,350
 Payment of stock option costs                                    -             -        (3,125)
 Proceeds from sale of common stock                         107,988             -       515,929
                                                        ------------  ------------  ------------

       Net Cash Provided by Financing Activities            357,873        97,000       863,342
                                                        ------------  ------------  ------------

NET INCREASE IN CASH                                          6,502           715         6,502

CASH, beginning of period                                         -         1,447             -
                                                        ------------  ------------  ------------

CASH, end of period                                     $     6,502   $     2,162   $     6,502
                                                        ============  ============  ============

Cash paid for interest                                  $     4,875   $         -   $     4,875
                                                        ============  ============  ============
</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

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, 2002 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, 2002 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, 2001.

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, the Company (FCOM) was acquired by MarketCentral.net Corp.
The  Company  exchanged  all  of  its issued and outstanding common stock, 741 A
warrants  and  741  B warrants exercisable at $8.00 and $16.00, respectively for
154,768  shares  of  MarketCentral.net  Corp.'s  common  stock and acquired in a
separate  transaction  from the majority stockholders of MarketCentral.net Corp.
an  additional  122,535  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 the Company's common stock for the 30 preceding days at
the  option  of  the  debenture  holder.  Immediately  upon  completion  of  the
acquisition,  the  Company 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  the  Company is the accounting
acquirer and the acquisition is treated as a recapitalization of the Company for
accounting  purposes.  The operations of MarketCentral.net Corp. are included in
the  financial  statements  beginning  on  March  21, 2001.  The Company assumed
$248,282  in  debt  in  the  transaction and has recorded this as a reduction of
additional  paid  in  capital


<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  3  -  NOTES  RECEIVABLE-RELATED  PARTY

The Company loaned an officer/stockholder $60,000 during the period ending March
31,  2002.  The  notes  are unsecured, due December 2007 and bear interest at 5%
per  annum  with  principal  and  accrued  interest  due  at  maturity.

NOTE  4  -  LOAN  FEES

Loan  fees  of  $41,000  related  to  the  Company's  convertible debt are being
amortized  over  the  life of the note, which is one year.  Amortization expense
was  $6,833  and $-0- for the three month period ending March 31, 2002 and 2001,
respectively.

NOTE  5  -  STOCK-BASED  COMPENSATION

The  Company  accounts for stock based compensation in accordance with Statement
of  Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
Compensation".  The  standard  requires  the  Company  to adopt the "fair value"
method  with  respect  to  stock-based  compensation  of  consultants  and other
non-employees,  which resulted in charges to operations of $148,500 and $120,264
for  the  three-month  periods ended March 31, 2002 and 2001, respectively.  The
Company  also  had  stock-based  compensation  which was recorded as capitalized
prepaid consulting fees of $38,994 and $29,333 for the three month periods ended
March  31,  2002  and  2001,  respectively.  In estimating the above expense the
Company  used  the  Black-Scholes pricing model.  The average risk-free interest
rate  used  was  3.50%-4.50%,  volatility  was estimated at 408.00%-413.00%, the
expected  life  was  one  year.

The  Company  did not adopt the fair value method with respect to employee stock
options;  the Company continues to account for these under the "intrinsic value"
method.  Had  the  Company adopted the fair value method with respect to options
issued  to  employees  as well there would have been no charge to income for the
periods  ending  March  31,  2002  and 2001 because no stock options were issued
during  these  periods.

NOTE  6  -  STOCKHOLDERS'  EQUITY

On  January 31, 2002 the Company entered into a securities sale agreement with a
group  of  investors  providing  for  the  issuance  of  12% secured convertible
debentures in the aggregate principal amount of $500,000 due January 31, 2003 at
a  conversion  price  calculated  at  the  time  of conversion for the aggregate
consideration  of  $500,000  and warrants to purchase 1,000,000 shares of common
stock,  exercisable  at  the  lesser of $.057 or the average of the lowest three
trading  prices during the 20-day period prior to exercise, expiring January 31,
2005.  On  January 31, 2002 the Company received $250,000 and issued warrants to
purchase 500,000 shares of common stock valued at $97,500 to be expensed as loan
fees  over  the  length  of  the  note.  All  assets  of  the Company secure the
debentures.  Interest  is  payable  on  dates  at the option of the holder.  The
debentures  are  convertible  into shares of common stock at the lesser of $.075
per  share  or  50%  of  the  market  price  of  the
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  6  -  STOCKHOLDERS'  EQUITY  (CONTINUED)

Company's common stock for the average of the lowest three trading prices during
the  20-day  period  prior  to  conversion.  The  Company  recorded  $250,000 as
interest  expense for the beneficial conversion feature related to the debenture
during  the  three-month  period  ended  March  31,  2002.

In  January 2002 the Company entered into a three-month consulting agreement for
strategic  and  company development consulting in exchange for $33,750 per month
and  300,000  shares  of  common  stock  valued  at  $55,000.

In  January 2002 the Company issued warrants to certain partners of AdServers to
purchase  200,000  shares  of  the  Company's  common  stock  at $.24 per share,
expiring  in  2005  for the completion of the software system to be used to sell
the  Company's  products  and services under the joint marketing agreement.  The
fair  market  value  of  the  warrants  of $34,000 was recorded as an additional
capital  contribution  to  AdServers.  Significant  assumptions  used  were  a
risk-free  interest  rate  of  4.50%  and  volatility  of  413%.

NOTE  7  -  SUBSEQUENT  EVENTS

In  April 2002 the Company entered into a consulting agreement for introductions
to  European  ISP  companies and related due diligence for a term of 6 months in
exchange for a stock option to purchase 3,000,000 shares of the Company's common
stock  at  $.10.  The  stock option was immediately exercised as payment in full
for  a  $300,000  invoice, which will be recorded as prepaid consulting services
and  amortized  over  the  life  of  the  agreement.

In  April  2002  the Company entered into a consulting agreement for advertising
services  for  a  term  of  6  months in exchange for a stock option to purchase
250,000  shares  of  the  Company's  common stock at $.10.  The stock option was
immediately  exercised  as  payment in full for a $25,000 invoice, which will be
recorded  as  prepaid  consulting  services  and  amortized over the life of the
agreement.

In  April  2002  the  Company  entered  into a consulting agreement for business
advisory  services  for  a  term  of  6 months in exchange for 100,0000 share of
common  stock  valued  at  $11,000 and granted a stock option to purchase 50,000
shares  of  the  Company's common stock at an exercise price of $.10.  The stock
option  was immediately exercised as payment in full for a $5,000 invoice, which
will  be  recorded as prepaid consulting services and amortized over the life of
the  agreement.

<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  7  -  SUBSEQUENT  EVENTS  (CONTINUED)

Subsequent  to year end a stockholder filed a complaint against FCOM and certain
former officers and the Company and it's current officer.  The complaint alleges
that  FCOM 's  Private  Offering  Memorandum dated September 22, 2000 contained
material  misstatements and omitted material facts, which the stockholder relied
on  when  purchasing  FCOM common stock.  The Company believes this complaint is
without  merit  and  is  vigorously  defending the lawsuit and has filed a claim
against  the  stockholder  and  certain  former  officers  of  FCOM.

In  May  2002  the  Company  entered into a license agreement for the use of the
CuroCheck Online Check Processing services operated by a Costa Rican company for
a  term  of  eight  years  in  exchange  for  100,000  shares  of  common stock.
Management  has  valued  the  license  fee  and  the stock at $50,000 each.  The
license  agreement  is  exclusive  for  the  first year and non-exclusive in the
subsequent 7 years.  The license fee shall be equal to 0.5% of the gross revenue
of  CuroCheck  generated  by  all  USA based merchants during the first year and
0.25%  of the gross revenue during the subsequent seven years.  The Company also
entered  into  a consulting agreement with a Director of the Costa Rican company
to  operate the license for a term of one year in exchange for a stock option to
purchase  250,000  shares  of the Company's common stock at an exercise price of
$.10  valued  at  $25,000  using  the Black-Scholes pricing model, which will be
recorded  as  prepaid  consulting  services  and  amortized over the life of the
agreement.  The  average  risk-free  interest rate used was 4.5%, volatility was
estimated  at  413.00%,  the  expected  life was one year.  The stock option was
immediately  exercised.

In  May  2002 the Company entered into a letter of intent to purchase all of the
assets of Casuscards.com from Copyright Securities Dealers, Inc. in exchange for
shares  of the Company's common stock valued at $100,000 at the time of closing.


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

Three  Months  Ended March 31, 2002 Compared To The Three Months Ended March 31,
2001

General  and  administrative  expenses of $654,804 increased by $476,116 for the
three  months  ended  March  31,  2002 compared to $178,688 for the three months
ended  March  31, 2001.  The was primarily due to the fair market value of stock
and  warrants  issued  for  consulting  services  and  an  increase in financial
consulting  and  accounting  services.

<PAGE>
Interest  expense  during  the three months ended March 31, 2002 was $258,372 as
compared  to  $1,167  for the prior period.  The increase in interest expense is
attributable  to the beneficial conversion feature of convertible debt issued in
January  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

During  the  three  month period ended March 31, 2002 3,351,284 shares were sold
for  $107,988  pursuant to a stock sale agreement with an international company.

We  currently  have  no  material  commitments  for  capital  requirements.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
--------------------------------------------
Effective  January  1,  2002, the Company adopted Financial Accounting Standards
Board (the "FASB"), Statement of Financial Accounting Standards ("SFAS") No. 141
"Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets."
SFAS No. 141 established new standards for accounting and reporting requirements
for business combinations and requires that the purchase method of accounting be
used  for  all  business  combinations initiated after June 30, 2001. Use of the
pooling-of-interests  method  is  prohibited.  SFAS  No.  142  established  new
standards  for  goodwill  acquired  in  a  business  combination,  eliminates
amortization  of  goodwill  and  sets  forth  methods  to  periodically evaluate
goodwill  for impairment. Intangible assets with a determinable useful life will
continue  to  be  amortized  over  that life. SFAS 141 and 142 are effective for
business  combinations completed after June 30, 2001.  Management currently does
not  believe  adoption  of  SFAS  Nos.  141  and 142 will have any effect on the
Company  or  its  operations.

In 2000 the FASB issued Statement No. 133, Accounting for Derivative Instruments
and  Hedging  Activities.  The  adoption by the Company of Statement 133 did not
impact  the  Company's  financial  statements.

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.

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

Subsequent  to year end a stockholder filed a complaint against FCOM and certain
former  officers and the Company and it's current officer. The complaint alleges
that  FCOM's  Private  Offering  Memorandum  dated  September 22, 2000 contained
material  misstatements and omitted material facts, which the stockholder relied
on  when  purchasing  FCOM  common stock. The Company believes this complaint is
without  merit  and  is  vigorously  defending the lawsuit and has filed a claim
against  the  stockholder  and  certain  former  officers  of  FCOM.

Item 2. Changes in Securities and Use of Proceeds.

Some of the holders of the shares issued below may have subsequently transferred
or  disposed  of  their  shares  and  the  list does not purport to be a current
listing  of  the  Company's  stockholders.

During  the  period ended March 31, 2002, we have issued unregistered securities
to  the persons, as described below. We believe that each transaction was exempt
from  the  registration  requirements of the Securities Act of 1933 by virtue of
Section 4(2) thereof, Regulation D promulgated thereunder, or Regulation S where
indicated.  All recipients had adequate access, through their relationships with
us,  to information about us. Some of the holders of the shares issued below may
have  subsequently transferred or disposed of their shares and the list does not
purport  to  be  a  current  listing  of  the  Company's  stockholders.

In  January  2002  the  Company  issued  warrants  to one individual to purchase
100,000  Shares  of  the  Company's  common  stock valued at $17,000 dollars. In
January  2002  the  Company  issued  warrants  to  two  partners of AdServers to
purchase  200,000  shares  of  the  Company's  common  stock  at $.24 per share,
expiring  in  2005  for the completion of the software system to be used to sell
the  Company's  products  and  services  under  the  joint  marketing agreement.

On  Febuary  5,  2002  we  issued  750,000  shares to Esper Gullatt for services
rendered  to the Company and on Febuary 5th we also issued 100,000 shares to NIR
Group  LLC  pursuant to a consulting agreement. Such shares were issued pursuant
to  Section  4(2).

On  Febuary  5,  2002 we issued 3,351,284 shares to investors for cash received.
Such  shares  were  valued  at  $107,652  and  issued  pursuant to Regulation S.

On  March  5,  2002  we  issued  200,000  shares  to  NIR Group LLC for services
rendered.  Such  shares  were  valued  at $31,980 and issued pursuant to Section
4(2).

On  March  12,  2002  we  issued  336,000 shares to Atlantic Investments Ltd for
services  Rendered to the Company. Such shares were valued at $57,086 and issued
pursuant  to  Section  4(2).


Item 4. Submission of Matters to a Vote of Security Holders.

    In  February,  2002, we filed an Information Statement with the Commission
regarding  the  vote  by  a  majority  of  our  shareholders  concerning (i) the
appointment  by  the  Board  of  Directors  of AJ. Robbins, PC, as the Company's
independent  auditors  for  the current fiscal year, and (ii) the approval of an
amendment  to MarketCentral.net Corp.'s Certificate of Incorporation to increase
the  authorized  number  of  shares of common stock, $.0001 par value per share,
from  100,000,000  to  500,000,000.  On  January 25, 2002 the Company's Board of
Directors  approved,  and a majority of the shareholders representing 11,692,528
shares  of  the  Company's  outstanding  common  stock as of the Record Date had
consented  in writing, to the appointment of AJ. Robbins, PC and to the increase
in  the  Company's  authorized  shares  of  common  stock.


Item 5. Other Information.

The  Securities  Purchase  Agreement

     Pursuant  to  a  Securities  Purchase Agreement entered into on January 31,
2002, between the Company and four institutional investors, the Company received
$250,000  from  the  investors  from  the  sale  of  the  Company's  12% secured
convertible  debentures  and  the  Company  also  issued warrants to purchase an
aggregate  of  up  to 500,000 shares of the Company's Common Stock. The terms of
the  debentures  provide  for  full  payment on or before January 31, 2003, with
interest  of  12% per annum, which may be converted at any time at the lesser of
(i)  $.075 or (ii) the average of the lowest three (3) trading prices during the
20  trading  days  immediately  prior to the date the conversion notice is sent,
divided  by  two.  The  terms  of the warrants entitle each investor to purchase
shares of the Company's Common Stock at a price equal to the lesser of (i) $.057
and  (ii)  the  average of the lowest three (3) trading prices during the twenty
(20)  trading  days  immediately prior to exercise. Under a related registration
rights  agreement,  the  Company agreed to register all of the shares underlying
such  convertible  debentures  and  warrants on a registration statement on Form
SB-2  to be filed with the Securities and Exchange Commission. The actual number
of  shares  of  Common  Stock  issuable  upon  conversion  of the debentures and
exercise  of the related warrants is indeterminate, is subject to adjustment and
could  depend  on  factors which cannot be predicted by the Company at this time
including,  among other factors, the future market price of the Common Stock and
the  anti-dilution  provisions  contained  in  the  agreement.

     Under  the terms of the debentures and the related warrants, the debentures
are  convertible  and  the  warrants  are  exercisable by the holder only to the
extent  that  the  number  of  shares  of Common Stock issuable pursuant to such
securities,  together  with  the  number of shares of Common Stock owned by such
holder  and  its affiliates (but not including shares of Common Stock underlying
unconverted  shares of debentures or unexercised portions of the warrants) would
not exceed 4.9% of the then outstanding Common Stock as determined in accordance
with  Section  13(d)  of  the Exchange Act. This limitation may be waived by the
investors  upon  61  days  notice  to  the  Company.

     The  Securities  Purchase Agreement also places certain restrictions on the
Company's  ability  to  obtain additional financing. The agreement prohibits the
Company  until  the  later of 270 days from the date of closing or 180 days from
the  date  of an effective registration statement from obtaining financing which
would  involve  the  issuance of additional Common Stock without first obtaining
the  consent  of  the  investors.  In  addition,  the Company is prohibited from
entering  into  any  financial  arrangements which would involve the issuance of
Common  Stock  for  a  period  of  two  (2) years from the date the registration
statement  becomes effective, without first giving the investors the opportunity
to  purchase  an equal number of shares of Common Stock to maintain their equity
position  with  the  Company.

     As  of  May 10, 2002, (i) $250,000 of the debentures have been issued,
none  of  which have been converted, and (ii) 500,000 warrants have been issued,
none  of  which  have  been  exercised.  Pursuant to the terms of the Securities
Purchase  Agreement,  upon  a registration statement being declared effective by
the  SEC,  an  additional  $250,000  of  debentures and 500,000 warrants will be
issued  to  the  investors.

Loans

     The  Company loaned an officer/stockholder $60,000 during the period ending
March  31, 2002. The notes are unsecured, due December 2007 and bear interest at
5%  per  annum  with  principal  and  accrued  interest  due  at  maturity.

Agreements subsequent to March 31, 2002

     Subsequent  to  the  period ended March 31, 2002, on April 22, the Company
entered  into  a  consulting agreement with Robert Andronikou for his consulting
services  related to Internet Service Provider introductions and Independent ISP
advertising  candidates in Europe. The Company agreed to issue to Mr. Andronikou
$300,000  for his services for a term of six months in lieu of which the Company
issued  Mr.  Andronikou  an  option to purchase 3,000,000 shares of common stock
exercisable  at  $.10  per  share.

      On  April  9,  2002  the  Company entered into a consulting agreement with
Cutting  Edge  Business  Services  for  services  related to Internet technology
integration  and  Internet Protocol planning. The agreement is for a term of six
months.  The  Company  agreed  to issue to the consultant, 100,000 shares of the
Company's  restricted  common stock and issued an option to Mildred Greenberg of
the  consultant,  an  option  to  purchase 50,000 shares of the Company's common
stock  exercisable  at  $.10  per  share.

      On  April  25,  2002  the  Company  entered  into  a  six month consulting
agreement with Sean Harrell for services related to introductions to advertising
agencies.  The  Company issued Mr. Harrell and option to purchase 250,000 shares
of  the  Company's  common  stock,  exercisable  at  $.10  per  share.

     In May 2002 the Company entered into a license agreement for the use of the
CuroCheck  Online Check Processing services operated by Services De Red, a Costa
Rican company for a term of eight years in exchange for 100,000 shares of common
stock.  Management has valued the license fee and the stock at $50,000 each. The
license  agreement  is  exclusive  for  the  first year and non-exclusive in the
subsequent  7 years. The license fee shall be equal to 0.5% of the gross revenue
of  CuroCheck  generated  by  all  USA based merchants during the first year and
0.25%  of  the gross revenue during the subsequent seven years. The Company also
entered  into  a consulting agreement with a Director of the Costa Rican company
to  operate the license for a term of one year in exchange for a stock option to
purchase  250,000  shares  of the Company's common stock at an exercise price of
$.10.

     In  May 2002 the Company entered into a letter of intent to purchase all of
the assets of Casuscards.com from Copyright Securities Dealers, Inc. in exchange
for  shares  of  the  Company's  common  stock valued at $100,000 at the time of
closing.


Item 6. Exhibits and Reports on Form 8-K.

a. Exhibits


10.1      Form  of  Securities Purchase Agreement dated January 31, 2002 between
AJW  Partners,  LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.2  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.2      Form  of  Stock  Purchase  Warrant  dated January 31, 2002 between AJW
Partners,  LLC,  New  Millennium  Capital  Partners  II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.3  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.3      Form  of  Secured  Convertible  Debenture  dated  January 31, 2002 AJW
Partners,  LLC,  New  Millennium  Capital  Partners  II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.4  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.4      Form  of  Registration Rights Agreement dated January 31, 2002 between
AJW  Partners,  LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.6  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.5      Security  Agreement  dated January 31, 2002 between AJW Partners, LLC,
New  Millennium  Capital  Partners II, LLC, AJW/New Millennium Offshore, LTD and
Pegasus  Capital  Partners,  LLC  and  the  Company filed as Exhibit 10.5 to the
Company's  Form  8K  filed  with  the  Commission  on February 7, 2002 (File No.
000-25891)

10.6      Agreement  dated  March  6, 2002 between the Company and Atlantis
Investments Limited filed as an exhibit to the Company Form SB2/A filed with
the Commission on  March 18, 2002.



b. Reports on Form 8-K

      On  January  4,  2002  the Company filed a Form 8-K with the Commission to
disclose  That  on  December 31, 2001 it was reported on Schedule 13D and Form 3
that  Paul  Taylor, Chairman and CEO of MarketCentral, held 6,259,588 restricted
shares,  the controlling share position of the company. The basis of the control
was  the  acquisition  of  control  of  the  issuer.

     On  February  5,  2002 the Company filed a Form 8-K with the Commission to
disclose  that  on  January  25,  2002  the  Company dismissed Rogoff & Company,
located  in  New  York,  as  the  Company's principal accountant and engaged AJ.
Robbins,  P.C.,  as  its principal independent accountant to audit the financial
statements  of  the  Company  for  the  year  ended  December  31,  2001.

     On  February  7,  2002 the Company filed a Form 8-K with the Commission to
disclose  that  The  Company  entered  into  a  Securities Purchase Agreement on
January  31,  2002,  between  MarketCentral.net  Corp  and  four  institutional
investors,  pursuant  to  which the Company received $250,000 from the investors
from  the  sale  of  the  Company's  12%  secured convertible debentures and the
Company also issued warrants to purchase an aggregate of up to 500,000 shares of
the  Company's  common  stock.



<PAGE>

                                   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  May  20,  2002.


MARKETCENTRAL.NET  CORP.

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