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

                                  FORM 10-QSB/A

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period ended September 30, 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 November 13, 2001, 10,590,150 shares of shares of Common Stock were issued
and  outstanding.


Transitional  Small  Business  Disclosure  Format  (check one): 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)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                     <C>
CURRENT ASSETS:
  Employee receivable. . . . . . . . . . . . . . . . .  $    10,763
  Interest receivable, related party . . . . . . . . .        4,914
  Deposits . . . . . . . . . . . . . . . . . . . . . .          250
  Prepaid expenses . . . . . . . . . . . . . . . . . .       53,860
                                                        ------------
  Total Current Assets . . . . . . . . . . . . . . . .       69,787
                                                        ------------
EQUIPMENT, net of accumulated depreciation of $2,623 .       10,916
EQUITY INVESTMENT. . . . . . . . . . . . . . . . . . .        6,626
NOTES RECEIVABLE, related party. . . . . . . . . . . .       19,459
OTHER INTANGIBLES. . . . . . . . . . . . . . . . . . .       18,786
GOODWILL, net of accumulated amortization of $56,073 .      497,078
                                                        ------------
                                                        $   622,652
                                                        ============

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Cash overdraft . . . . . . . . . . . . . . . . . . .  $     1,805
  Accounts payable . . . . . . . . . . . . . . . . . .       71,939
  Accrued expenses . . . . . . . . . . . . . . . . . .       74,309
  Notes payable. . . . . . . . . . . . . . . . . . . .      120,795
                                                        ------------
    Total Current Liabilities. . . . . . . . . . . . .      268,848
                                                        ------------
LONG-TERM DEBT, related party. . . . . . . . . . . . .      100,000
                                                        ------------
    Total Liabilities. . . . . . . . . . . . . . . . .      368,848
                                                        ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock - $0.0001 par value; 100,000,000 shares
     authorized; 1,582,688 issued and outstanding. . .          158
  Additional paid-in capital . . . . . . . . . . . . .    1,349,107
  Deficit accumulated during the development stage . .   (1,095,461)
                                                        ------------
    Total Stockholders' Equity . . . . . . . . . . . .      253,804
                                                        ------------
                                                        $   622,652
                                                        ============
</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          FOR THE NINE
                                              MONTHS ENDED        (AUGUST 2, 2000)          MONTHS ENDED
                                           SEPTEMBER 30, 2001    TO SEPTEMBER 30, 2000    SEPTEMBER 30, 2001
<S>                                       <C>                   <C>                      <C>
REVENUE: . . . . . . . . . . . . . . . .  $                 -   $                    -   $                 -
                                          --------------------  -----------------------  --------------------

COSTS AND EXPENSES:
  General and administrative expense . .              288,488                   40,893               633,691
  Depreciation and amortization. . . . .               27,577                        -                58,104
                                          --------------------  -----------------------  --------------------

    Total Operating Expenses . . . . . .              316,065                   40,893               691,795
                                          --------------------  -----------------------  --------------------

OTHER INCOME (EXPENSE):
  Interest income. . . . . . . . . . . .                1,655                        -                 4,914
  Interest expense . . . . . . . . . . .               (3,956)                       -                (8,849)
                                          --------------------  -----------------------  --------------------

    Net Other Income (Expense) . . . . .               (2,301)                       -                (3,935)
                                          --------------------  -----------------------  --------------------

NET (LOSS) . . . . . . . . . . . . . . .  $          (318,366)  $              (40,893)  $          (695,730)
                                          ====================  =======================  ====================


NET (LOSS) PER SHARE, BASIC AND DILUTED.  $             (0.26)  $                (1.26)  $             (0.99)
                                          ====================  =======================  ====================

WEIGHTED AVERAGE SHARES OUTSTANDING, . .            1,204,849                   32,561               704,187
                                          ====================  =======================  ====================
  BASIC AND DILUTED

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

                                        3
<PAGE>

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


                                               FOR THE PERIOD
                                               FROM INCEPTION
                                             (AUGUST 2, 2000)
                                           TO SEPTEMBER 30, 2001
<S>                                       <C>
REVENUE: . . . . . . . . . . . . . . . .  $                    -
                                          -----------------------

COSTS AND EXPENSES:
  General and administrative expense . .               1,032,830
  Depreciation and amortization. . . . .                  58,696
                                          -----------------------
    Total Operating Expenses . . . . . .               1,091,526
                                          -----------------------
OTHER INCOME (EXPENSE):
  Interest income. . . . . . . . . . . .                   4,914
  Interest expense . . . . . . . . . . .                  (8,849)
                                          -----------------------
    Net Other Income (Expense) . . . . .                  (3,935)
                                          -----------------------
NET (LOSS) . . . . . . . . . . . . . . .  $           (1,095,461)
                                          =======================

</TABLE>

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

                                        4
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A/ FCOM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          For the Period
                                                                     For the Nine          From Inception
                                                                      Months Ended        (August 2, 2000)
                                                                  September 30, 2001    September 30, 2000
<S>                                                              <C>                   <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . . .  $          (700,415)  $           (40,893)
Adjustments to reconcile net (loss) to net cash from operating
    activities:
  Depreciation and amortization . . . . . . . . . . . . . . . .               58,103                     -
  Stock issued for compensation . . . . . . . . . . . . . . . .                    -               107,500
  Stock issued for services . . . . . . . . . . . . . . . . . .              658,764               658,764
  Stock based compensation. . . . . . . . . . . . . . . . . . .               13,313                     -
  Changes in assets and liabilities:
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .              (53,860)                    -
  Accounts receivable, related parties. . . . . . . . . . . . .               (5,145)                    -
  Other assets. . . . . . . . . . . . . . . . . . . . . . . . .              (11,502)               (4,425)
  Accounts payable and accrued expenses . . . . . . . . . . . .              (53,738)                5,600
                                                                 --------------------  --------------------
    Net Cash Provided (Used) by Operating Activities. . . . . .              (94,480)               67,782
                                                                 --------------------  --------------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of equipment . . . . . . . . . . . . . . . . . . . .                    -                     -
  Acquisition costs . . . . . . . . . . . . . . . . . . . . . .              (18,786)                    -
                                                                 --------------------  --------------------
    Net Cash (Used) by Investing Activities . . . . . . . . . .              (18,786)                    -
                                                                 --------------------  --------------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from sale of common stock. . . . . . . . . . . . . .                    -                     -
  Proceeds from line of credit. . . . . . . . . . . . . . . . .                5,053                     -
  Proceeds from exercise of stock options . . . . . . . . . . .               12,750                     -
  Payment of stock option costs . . . . . . . . . . . . . . . .               (2,984)                    -
  Proceeds of note payable, related party . . . . . . . . . . .              100,000                     -
  Proceeds of notes payable . . . . . . . . . . . . . . . . . .               25,000                     -
  Payments of convertible debt. . . . . . . . . . . . . . . . .              (28,000)                    -
                                                                 --------------------  --------------------
    Net Cash Provided by Financing Activities . . . . . . . . .              111,819                     -
                                                                 --------------------  --------------------
INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . .               (1,447)               67,782
Cash, beginning of period . . . . . . . . . . . . . . . . . . .                1,447                     -
                                                                 --------------------  --------------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . .  $                 -   $            67,782
                                                                 ====================  ====================
Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 -   $                 -
                                                                 ====================  ====================
  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 -   $                 -
                                                                 ====================  ====================

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

                                        5
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A/ FCOM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                     continued
                                                                      For the Period
                                                                      From Inception
                                                                     (August 2, 2000)
                                                                  to September 30, 2001
<S>                                                              <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net (loss). . . . . . . . . . . . . . . . . . . . . . . . . . .  $           (1,100,148)
Adjustments to reconcile net (loss) to net cash from operating
    activities:
  Depreciation and amortization . . . . . . . . . . . . . . . .                  58,695
  Stock issued for compensation . . . . . . . . . . . . . . . .                  94,595
  Stock issued for services
  Stock based compensation. . . . . . . . . . . . . . . . . . .                  13,313
  Changes in assets and liabilities:
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .                 (53,860)
  Accounts receivable, related parties. . . . . . . . . . . . .                 (19,459)
  Other assets. . . . . . . . . . . . . . . . . . . . . . . . .                 (15,927)
  Accounts payable and accrued expenses . . . . . . . . . . . .                  57,033
                                                                 -----------------------
    Net Cash Provided (Used) by Operating Activities. . . . . .                (306,994)
                                                                 -----------------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of equipment . . . . . . . . . . . . . . . . . . . .                 (13,539)
  Acquisition costs . . . . . . . . . . . . . . . . . . . . . .                 (18,786)
                                                                 -----------------------
    Net Cash (Used) by Investing Activities . . . . . . . . . .                 (32,325)
                                                                 -----------------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from sale of common stock. . . . . . . . . . . . . .                 227,500
  Proceeds from line of credit. . . . . . . . . . . . . . . . .                   5,053
  Proceeds from exercise of stock options . . . . . . . . . . .                  12,750
  Payment of stock option costs . . . . . . . . . . . . . . . .                  (2,984)
  Proceeds of note payable, related party . . . . . . . . . . .                 100,000
  Proceeds of notes payable . . . . . . . . . . . . . . . . . .                  25,000
  Payments of convertible debt. . . . . . . . . . . . . . . . .                 (28,000)
                                                                 -----------------------
    Net Cash Provided by Financing Activities . . . . . . . . .                 339,319
                                                                 -----------------------
INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . .                       -
Cash, beginning of period . . . . . . . . . . . . . . . . . . .                       -
                                                                 -----------------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . .  $                    -
                                                                 =======================
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.

                                        6
<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  and  nine  months  ended  September  30,  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 and nine months ended
September  30,  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 - COMMON STOCK SPLIT

The  board  of directors declared a sixteen-to-one reverse stock split effective
September  28,  2001  for  stockholders  of  record  on September 27, 2001.  All
per-share  amounts  and  number  of  shares outstanding in this report have been
restated  retroactively  for  the  reverse  stock  split.

The board of directors agreed to not further reverse-split the stock until after
March  2003.

NOTE  3  -  EQUITY  INVESTMENT

The  Company  accounts  for its investment in AdServersOnline, LLC ("AdServers")
under  the  equity  method.

In  August  2001  the Company entered into a asset purchase agreement to acquire
100%  of Online Asset Courtesy, Inc. ("OACI"), whose only asset was 24,250 units
of  AdServers in exchange for 31,250 shares of the Company's common stock valued
at  $2,813 and a warrant to purchase 31,250 shares at $.10 for a period of three
years  valued  at $1,563.  The warrant was valued at fair market value using the
Black  Scholes  Model.  Significant  assumptions  used were a risk-free interest
rate of 4.04% and volatility of 453%.  Also in August 2001, the Company acquired
an  additional  3,191.50  units  of AdServers for 25,000 shares of the Company's
common  stock  valued  at  $2,250.

NOTE  4  -  ACQUISITION

On  March  21,  2001,  FCOM,  Inc.  was acquired by MarketCentral.net Corp. FCOM
exchanged all of its issued and outstanding common stock, 741 A warrants and 741

                                        7
<PAGE>

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
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  5  -  JOINT  MARKETING  AGREEMENT

In July 2001 the Company entered into a joint marketing agreement with AdServers
LLC to act as a sales representative for the Company's products and services for
a period of three years and may be automatically renewed for successive one-year
periods.  The  Company  shall  pay  commissions  of  20%  or 50% on net revenues
generated  from  the  sale of the Company's non-primary and primary products and
services,  respectively.

NOTE  6  -  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. The notes have not been paid
and  terms  are  being  negotiated.

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. The
note  has  not been paid and terms are being negotiated.  Subsequent to year-end
accrued  interest  was  paid.

NOTE  7  -  NOTE  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  8  -  LINE  OF  CREDIT
The  Company entered into an unsecured revolving line of credit in an amount not
to exceed $5,000.  Borrowings bear interest at 14.9% and either party may cancel
the  agreement  at  any  time.

NOTE  9  -  STOCKHOLDERS'  EQUITY

In March 2001 the Company entered into various consulting agreements to identify
suitable  merger/acquisition  candidates, to secure required debt financing, and

                                        8
<PAGE>

for  financial  services  for  a  term  of  one  year.  In  connection  with the
agreements, the Company issued 137,913 shares of common stock valued at $88,265.

In  July  the  Company issued 62,500 shares of restricted common stock valued at
$10,000  for  consulting  services  for  one  year.

In  September 2001 the Company entered into a consulting agreement for financial
services  for a term of one year and issued 62,500 shares of common stock valued
at  $625  as  an  engagement  fee.

In  May  2001 the Company amended the terms of a consulting agreement to include
strategic planning services, expiring in March 2002, and issued 25,000 shares of
common  stock  valued  at  $12,000.

In  May  2001  the  Company  entered  into  a consulting agreement for financial
advisory services for a term of one year in exchange for 62,500 shares of common
stock  valued  at  $10,000  and a five-year warrant to purchase 62,500 shares of
common  stock  at  $1.60  per  share.

In  June  2001  the  Company  entered into a consulting agreement for technology
integrations  services for a term of 6 months.  The Company issued 25,000 shares
of  common  stock  valued at $5,250.  In August 2001 the Company entered into an
additional consulting agreement with this consultant for technology integrations
services  for  a  term of 6 months, running concurrent with the prior agreement.
An  additional  62,500  shares  of  common  stock  were  issued  valued at $625.

In  July  2001  the  Company  entered  into  a consulting agreement for Internet
Protocol  Interface  Programming  services  for a term of 6 months.  The Company
issued  46,875  shares  of  common  stock  valued  at  $5,156.

In  July  2001  the  Company  entered  into  a  consulting  agreement for public
relations  efforts with the European financial community for a term of 6 months.
The  Company issued 31,250 shares of common stock in lieu of cash of $75,000 per
the  agreement.

In  July  2001  the  Company  entered into a consulting agreement for technology
consulting  services  for  a  term  of  one year in exchange for 6,250 shares of
common  stock  valued  at  $1,000  as  a  consulting  fee.

In  July  2001  the  Company  issued  265,625  shares  of common stock valued at
$425,000  in  lieu  of  salary  due  to  various  employees.

In August 2001 the Company entered into a consulting agreement for promoting and
developing  a  market  for  the  Company's products and services through various
contacts  for  a  period  of  one  year.  The  Company granted a stock option to
purchase 468,750 shares of the Company's common stock at an exercise price equal
to  50%  of  the  lowest  closing  bid  price on the day a notice of exercise is
received  by the Company.  The stock option expires in August 2002.  The Company
and  the  consultant  appointed  an  escrow  agent in connection with this stock
option  and  have  agreed to share equally in payment of the $7,500 fee.  During
the third quarter of 2001 184,375 stock options were exercised at prices ranging
from  $.035  to  $.12  for  $9,766  net  of  escrow  fees  of  $2,984.

                                        9
<PAGE>

NOTE  10  -  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 50,000 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.  In May
2001 the agreement was amended to provide strategic planning services, expire in
March  2002, and issue 28,125 shares of common stock valued at $3,094 in lieu of
the  fee.

                  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 and nine-month periods ended September 30, 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 and nine-month periods
ended  September  30, 2000 has limited value for evaluating trends or as a basis
for  predicting  future  results.

During the three and nine months ended September 30, 2001, the Company had a net
loss  of  ($318,366)  and ($695,730), respectively, as compared to a net loss of
($40,893)  for the period from August 2, 2000 (inception) to September 30, 2000.
The  Company  incurred general and administrative costs of $288,488 and $633,691
during the three and nine-month periods ended September 30, 2001 and $40,893 for
the period from August 2, 2000 (inception) to September 30, 2000.  A substantial
portion  of  the  expenses  consisted  of  consulting  and  salary  expenses.

     Interest  expense  was  $1,655  and  $4,914  for  the  three and nine-month
periods  ended  September  30,  2001.

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  September  30, 2001 the Company had a cash overdraft of ($1,805).  Total

                                       10
<PAGE>

assets  were  $622,652 at September 30, 2001. A major portion of that amount was
the  $497,078  of  goodwill, net of accumulated amortization of $56,076 that was
the  result  of  the  purchase  of  FCOM,  Inc.

For  the  nine-month  period  ended  September  30,  2001  the  net cash used in
operating  activities  was  ($94,480).  The Company's net cash used in investing
activities was ($18,786). The net cash that was provided by financing activities
was  $111,819  this  period.

For  the  period  from  August 2, 2000 (inception) to September 30, 2000 the net
cash  provided  by  operating  activities  was $67,782.  No cash was provided by
(used  in)  investing  or  financing  activities  for  the  same  period.

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.

In  July  2001  the  Financial  Accounting  Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and
No.  142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires
all business combinations initiated after September 30, 2001 to be accounted for
using  the  purchase method. Under SFAS 142, goodwill and intangible assets with
indefinite  lives  are  no  longer  amortized but are reviewed annually (or more
frequently  if impairment indicators arise) for impairment. Separable intangible
assets  that  are  not  deemed  to  have  indefinite  lives  will continue to be
amortized  over  their useful lives (but with no maximum life). The amortization
provisions  of  SFAS  142 apply to goodwill and intangible assets acquired after
September  30,  2001.  With  respect  to goodwill and intangible assets acquired
prior  to  July  1,  2001,  the  Company is required to adopt SFAS 142 effective
January 1, 2002. The Company is currently evaluating the effect that adoption of

                                       11
<PAGE>

the  provisions of SFAS 142 will have on its results of operations and financial
position.

     SEASONALITY
We  do  not  believe  that  our  business  is  seasonal.

                           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

                                       12
<PAGE>