##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

|      |  |                                                                                    
|----- |  | -----------------------------------------------------------------------------------
|[x]   |  | QUARTERLY REPORT UNDER SECTION 13 0R 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 
|      |  |                                                                                    
|      |  | For the Quarter Ended May 31, 2003                                                 
|      |  |                                                                                    
|      |  | OR                                                                                 
|      |  |                                                                                    
|[   ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|      |  |                                                                                    

For the transition period from _____________ to ________________

Commission File Number 0-22969

Market Central, Inc.(Name of Small Business Issuer in its Charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 59-3562953
(I.R.S. Employer
Identification No.)

1650A Gum Branch Road, Jacksonville, NC 28540
(Address of Principal Executive Offices)

910-478-0097
(Issuers Telephone Number)

N/A
(Former name, former address and former fiscal year,
if changed since last report)



Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes    No     X*



|* |  | The registrant has been unable to file the complete two years of audited
financial information relating to the business conducted by U.S. Convergion,
Inc. prior to the registrants acquisition of U.S. Convergion, as required by
Form 8-K, solely because the predecessor to U.S. Convergion has not permitted
the registrant to access the information required to complete such audit
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date.

Class: Common Stock, $.001 par value

Outstanding as of July 11, 2003: 13,040,618 shares

Transitional Small Business Disclosure Format (check one):
     Yes    No     X





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##### 



PART I.

ITEM 1. FINANCIAL STATEMENTS

MARKET CENTRAL, INC.
(Formerly, Paladyne Corp.)
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                 |           |             |            |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | --------- | ---------------------------------------- | --------- | ------------ | ---------- | --------------- | --------- | ----------- | ---------- | -
|                                                                                                                                      |  |                                                 |           |                                          |           | MAY 31, 2003 |            | AUGUST 31, 2002
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           |                                          |           | (UNAUDITED)  |            | (AUDITED)      
|ASSETS                                                                                                                                |  |                                                 |           |                                          |           |              |            |                
|Cash and cash equivalents                                                                                                             |  | $                                               |          |                                          |           | $            |           |                
|Accounts receivable, net of allowance
for doubtful accounts of $95,000 and $350,000 at
May 31, 2003 and August 31, 2002, respectively |  |                                                 | 2,049,808 |                                          |           |              | 279,883    |                
|Due from related parties, net of allowance
for doubtful accounts of $60,000 at May
31, 2003                                           |  |                                                 | 514,469   |                                          |           |              | 548,320    |                
|                                                                                                                                      |  | Cost in excess of billings and prepaid expenses |           |                                          | 219,254   |              |            |                 | 77,718    |            
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Total current assets                     |           |              | 2,783,531  |                 |           |             | 905,921    |  
|Furniture and fixtures                                                                                                                |  |                                                 | 501,940   |                                          |           |              | 369,028    |                
|Computers and software                                                                                                                |  |                                                 | 2,294,962 |                                          |           |              | 1,943,193  |                
|Leasehold improvements                                                                                                                |  |                                                 | 1,158,612 |                                          |           |              | 1,212,812  |                
|                                                                                                                                      |  |                                                 |           | Accumulated depreciation                 |           |              | (2,578,986 | )               |           |             | (1,777,258 | )
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Property and equipment, net              |           |              | 1,376,528  |                 |           |             | 1,747,775  |  
|Goodwill                                                                                                                              |  |                                                 | 3,937,168 |                                          |           |              |            |                
|Other assets                                                                                                                          |  |                                                 | 87,032    |                                          |           |              | 425        |                
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  | $                                               | 8,184,259 |                                          |           | $            | 2,654,121  |                
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|LIABILITIES AND DEFICIENCY IN
STOCKHOLDERS EQUITY                                                                                    |  |                                                 |           |                                          |           |              |            |                
|Current Liabilities:                                                                                                                  |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  | Cash disbursed in excess of available funds     |           | $                                        | 851       |              |            | $               | 38,856    |            
|                                                                                                                                      |  | Accounts payable and accrued expenses           |           |                                          | 5,750,864 |              |            |                 | 2,458,591 |            
|                                                                                                                                      |  | Line of credit                                  |           |                                          | 711,628   |              |            |                 |          |            
|                                                                                                                                      |  | Notes
payable, current portion                 |           |                                          | 1,230,057 |              |            |                 | 5,350,000 |            
|                                                                                                                                      |  | Accrued preferred stock dividends               |           |                                          |          |              |            |                 | 190,400   |            
|                                                                                                                                      |  | Billings in excess of costs                     |           |                                          | 355,236   |              |            |                 |           |            
|                                                                                                                                      |  | Current portion of capital lease obligations    |           |                                          | 764,392   |              |            |                 | 749,809   |            
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Total current liabilities                |           |              | 8,813,028  |                 |           |             | 8,787,656  |  
|Notes payable, non-current portion                                                                                                    |  |                                                 | 733,349   |                                          |           |              |            |                
|Capital lease obligations                                                                                                             |  |                                                 | 116,205   |                                          |           |              | 166,926    |                
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Total liabilities                        |           |              | 9,662,582  |                 |           |             | 8,954,582  |  
|COMMITMENTS AND CONTINGENCIES                                                                                                         |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                     
|DEFICIENCY IN STOCKHOLDERS EQUITY                                                                                                    |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Preferred stock;                         |           |              |            |                 |           |             |            |  
|                                                                                                                                      |  |                                                 |           | Series A                                 |           |              |           |                 |           |             | 137        |  
|                                                                                                                                      |  |                                                 |           | Series C                                 |           |              |           |                 |           |             | 1,000      |  
|                                                                                                                                      |  |                                                 |           | Series D                                 |           |              |           |                 |           |             |           |  
|                                                                                                                                      |  |                                                 |           | Common stock                             |           |              | 13,040     |                 |           |             | 16,709     |  
|                                                                                                                                      |  |                                                 |           | Additional paid-in capital               |           |              | 21,008,082 |                 |           |             | 14,345,977 |  
|                                                                                                                                      |  |                                                 |           | Accumulated deficit                      |           | (22,499,445  | )          |                 |           | (20,664,284 | )         
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  |                                                 |           | Total deficiency in stockholders equity |           |              | (1,478,323 | )               |           |             | (6,300,461 | )
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                
|                                                                                                                                      |  | $                                               | 8,184,259 |                                          |           | $            | 2,654,121  |                
|                                                                                                                                      |  |                                                 |           |                                          |           |              |            |                

See accompanying notes to unaudited condensed consolidated financial statements

2



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##### 



MARKET CENTRAL, INC.
(Formerly, Paladyne Corp.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                              |                            |                      |            |                            |            |             |           |         |           |  
|--------------------------------------------- | -------------------------- | -------------------- | ---------- | -------------------------- | ---------- | ----------- | --------- | ------- | --------- | -
|                                              |                            |                      |            | FOR THE THREE MONTHS ENDED
|                                              |                            |                      |            | MAY 31,                   
|                                              |                            |                      |            |                           
|                                              |                            |                      |            | 2003                       |            | 2002       
|                                              |                            |                      |            | (UNAUDITED)                |            | (UNAUDITED)
|                                              |                            |                      |            |                            |            |            
|Total Revenues                                |                            | $                    | 3,173,472  |                            |            | $           | 2,035,472 |        
|Cost of Revenues                              |                            |                      | 2,014,652  |                            |            |             | 1,141,585 |        
|                                              |                            |                      |            |                            |            |             |           |        
|Gross Profit                                  |                            |                      | 1,158,820  |                            |            |             | 893,887   |        
|Selling, general and administrative expenses  |                            |                      | 2,017,423  |                            |            |             | 1,058,207 |        
|Depreciation and amortization                 |                            |                      | 304,671    |                            |            |             | 234,852   |        
|                                              |                            |                      |            |                            |            |             |           |        
|Loss from operations                          |                            |                      | (1,163,274 | )                          |            |             | (399,172  | )      
|Other expense:                                |                            |                      |            |                            |            |             |           |        
|                                              | Interest expense           |                      |            | 110,165                    |            |             |           | 172,685 |          
|                                              | Professional fees (Note 5) |                      |            |                           |            |             |           |        |          
|                                              |                            |                      |            |                            |            |             |           |        
|Net loss from operations, before
income taxes |                            |                      | (1,273,439 | )                          |            |             | (571,857  | )      
|Income tax benefits                           |                            |                      |           |                            |            |             |          |        
|                                              |                            |                      |            |                            |            |             |           |        
|Net loss                                      |                            |                      | (1,273,439 | )                          |            |             | (571,857  | )      
|Cumulative Convertible Preferred Stock        |                            |                      |            |                            |            |             |           |        
|                                              |                            | Dividend Requirement |            |                            |           |             |           |         | (10,200   | )
|                                              |                            |                      |            |                            |            |             |           |        
|Net loss attributable to common stockholders  |                            | $                    | (1,273,439 | )                          |            | $           | (582,057  | )      
|                                              |                            |                      |            |                            |            |             |           |        
|Weighted average common shares outstanding:   |                            |                      |            |                            |            |             |           |        
|                                              |                            | Basic                |            |                            | 13,040,618 |             |           |         | 1,670,925 |  
|                                              |                            | Diluted              |            |                            | 13,040,618 |             |           |         | 1,670,925 |  
|Net loss per share:                           |                            |                      |            |                            |            |             |           |        
|                                              |                            | Basic                |            | $                          | (.10       | )           |           | $       | (.35      | )
|                                              |                            | Diluted              |            | $                          | (.10       | )           |           | $       | (.35      | )

See accompanying notes to unaudited condensed consolidated financial statements

3



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##### 



MARKET CENTRAL, INC.
(Formerly, Paladyne Corp.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                            |                            |         |             |         |                           |            |             |         |      |           | 
|----------------------------------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------------------- | ---------- | ----------- | ------- | ---- | --------- | 
|                                                            |                            |         |             |         | FOR THE NINE MONTHS ENDED
|                                                            |                            |         |             |         | MAY 31,                  
|                                                            |                            |         |             |         |                          
|                                                            |                            |         |             |         | 2003                      |            | 2002       
|                                                            |                            |         |             |         | (UNAUDITED)               |            | (UNAUDITED)
|                                                            |                            |         |             |         |                           |            |            
|Total Revenues                                              |                            | $       | 8,007,810   |         |                           | $          | 6,999,471   |        
|Cost of Revenues                                            |                            |         | 4,931,702   |         |                           |            | 3,826,481   |        
|                                                            |                            |         |             |         |                           |            |             |        
|Gross Profit                                                |                            |         | 3,076,108   |         |                           |            | 3,172,990   |        
|Selling, general and administrative expenses                |                            |         | 3,660,478   |         |                           |            | 3,422,004   |        
|Depreciation and amortization                               |                            |         | 801,728     |         |                           |            | 722,150     |        
|                                                            |                            |         |             |         |                           |            |             |        
|Loss from operations                                        |                            |         | (1,386,098  | )       |                           |            | (971,164    | )      
|Other expense:                                              |                            |         |             |         |                           |            |             |        
|                                                            | Interest expense           |         |             | 288,041 |                           |            |             | 495,679 |     
|                                                            | Professional fees (Note 5) |         |             | 161,021 |                           |            |             |         |     
|                                                            |                            |         |             |         |                           |            |             |        
|Net loss from operations, before
income taxes               |                            |         | (1,835,160  | )       |                           |            | (1,466,843  | )      
|Income tax benefits                                         |                            |         |            |         |                           |            |            |        
|                                                            |                            |         |             |         |                           |            |             |        
|Net loss                                                    |                            |         | (1,835,160  | )       |                           |            | (1,466,843  | )      
|Cumulative Convertible Preferred
Stock Dividend Requirement |                            |         |            |         |                           |            | (30,600     | )      
|                                                            |                            |         |             |         |                           |            |             |        
|Net loss attributable to
common stockholders                |                            |         | ($1,835,160 | )       |                           |            | ($1,497,443 | )      
|                                                            |                            |         |             |         |                           |            |             |        
|Weighted average common shares outstanding:                 |                            |         |             |         |                           |            |             |        
|                                                            |                            |         | Basic       |         |                           | 13,040,618 |             |         |      | 1,670,935 | 
|                                                            |                            |         | Diluted     |         |                           | 13,040,618 |             |         |      | 1,670,935 | 
|Net loss per share:                                         |                            |         |             |         |                           |            |             |        
|                                                            |                            | Basic   |             | $       | (.14                      | )          |             | $       | (.90 | )        
|                                                            |                            | Diluted |             | $       | (.14                      | )          |             | $       | (.90 | )        

See accompanying notes to unaudited condensed consolidated financial statements

4



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##### 



MARKET CENTRAL, INC.
(Formerly, Paladyne Corp.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     |                                                    |   |                           |           |             |   |          |         | 
|---------------------------------------------------- | -------------------------------------------------- | - | ------------------------- | --------- | ----------- | - | -------- | ------- | 
|                                                     |                                                    |   | FOR THE NINE MONTHS ENDED
|                                                     |                                                    |   | MAY 31,                  
|                                                     |                                                    |   |                          
|                                                     |                                                    |   | 2003                      |           | 2002       
|                                                     |                                                    |   | (UNAUDITED)               |           | (UNAUDITED)
|                                                     |                                                    |   |                           |           |            
|Cash flows used in operating activities              |                                                    | $ | (1,617,758                | )         |             | $ | (351,137 | )      
|Cash flows used in investing activities              |                                                    |   | (22,861                   | )         |             |   | (319,886 | )      
|Cash flows provided by financing activities          |                                                    |   | 1,678,624                 |           |             |   | 690,297  |        
|                                                     |                                                    |   |                           |           |             |   |          |        
|Net increase (decrease) in cash and
cash equivalents |                                                    |   | 38,005                    |           |             |   | 19,274   |        
|Cash and cash equivalents at beginning of period     |                                                    |   | (38,856                   | )         |             |   | 158,225  |        
|                                                     |                                                    |   |                           |           |             |   |          |        
|Cash and cash equivalents at end of period           |                                                    | $ | (851                      | )         |             | $ | 177,499  |        
|                                                     |                                                    |   |                           |           |             |   |          |        
|Supplemental Cash Flow Information:                  |                                                    |   |                           |           |             |   |          |        
|                                                     | Cash paid for interest                             |   | $                         | 288,041   |             |   | $        | 495,679 | 
|Non cash investing and financing activities:         |                                                    |   |                           |           |             |   |          |        
|                                                     | Accrual of preferred stock dividend                |   |                           |          |             |   |          | 30,600  | 
|                                                     | Preferred shares issued in exchange for debt       |   |                           | 5,000,000 |             |   |          | 300,000 | 
|                                                     | Common shares issued in exchange for debt          |   |                           | 380,000   |             |   |          |         | 
|                                                     | Reversal of preferred stock dividend               |   |                           | (221,000  | )           |   |          |         | 
|                                                     | Acquisition                                        |   |                           |           |             |   |          |         | 
|                                                     | Excess of liabilities assumed over
assets acquired |   |                           | 3,104,269 |             |   |          |         | 
|                                                     | Common stock issued                                |   |                           | 671,899   |             |   |          |         | 
|                                                     | Acquisition costs                                  |   |                           | 161,000   |             |   |          |         | 

See accompanying notes to unaudited condensed consolidated financial statements

5



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##### 



MARKET CENTRAL, INC.
(Formerly, Paladyne Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

NOTE 1. BASIS OF PRESENTATION

General

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial
statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the nine-month and three-month
periods ended May 31, 2003 are not necessarily indicative of the results that
may be expected for the year ending August 31, 2003. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated August 31, 2002 financial statements and footnotes thereto
included in the Companys SEC Form 10-KSB.

On February 4, 2003, the Companys shareholders approved the following items:
1) a change in the name of the Company from Paladyne Corp. to Market Central,
Inc., 2) a one-for-ten reverse split of the Companys common stock and 3) the
sale of an aggregate of 8,880,740 post-split shares of common stock to three
buyers.

Business and Basis of Presentation

Market Central, Inc. (formerly Paladyne Corp.) (the Company) operates two
wholly owned subsidiaries, ecommerce support centers, inc.(ecom)and U.S.
Convergion, Inc. (Convergion). ecomprovides outsourced contact center
solutions and Customer Relationship Management (CRM) services, and Convergion
provides systems design, integration, sales and service of internal contact
centers and is a reseller for MicroSofts MS CRM solution. Combined, the
subsidiaries provide inbound technical support, sales, and customer service;
outbound pre-sales and sales; data mining; campaign management; CRM Integration
(contact center systems design, sales, integration and life-cycle support).

The unaudited condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries, ecomand Convergion. The
Companys acquisition of Convergion occurred on April 3, 2003, and,
accordingly, the financial statements included herein include the results of
operations of Convergion from April 3, 2003 through May 31, 2003. All
significant inter-company transactions and balances have been eliminated.

In February 2003, the Company effected a one-for-ten reverse stock split of its
outstanding shares of common stock. All references in the condensed
consolidated financial statements and notes to financial statements, numbers of
shares and share amounts have been restated to reflect the reverse split.

6



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##### 



Reclassification

Certain reclassifications have been made to conform the prior periods data to
the current presentation. These reclassifications had no effect on reported
losses.

New Accounting Pronouncements

In April 2003, the FASB issued statement No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities (SFAS No. 149). SFAS No.
149 amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under FASB Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective
for contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The Company does not currently
have any derivative instruments, nor does it currently participate in hedging
activities. Therefore, adoption of SFAS No. 149, as required, is not expected
to have a material impact on the consolidated financial statements.

In May 2003, the FASB issued statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity
(SFAS No. 150). SFAS No. 150 establishes standards
for classification and measurement of certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company will adopt the provisions on
this pronouncement in the fourth quarter of this fiscal year ending August 31,
2003.

NOTE 2. SERIES A SHARES AND DIVIDEND

The Company completed the conversion of all outstanding shares of Series A
Preferred Stock into common stock during the three months ended May 31, 2003 in
accordance with the terms of conversion agreements between the Company and each
holder of Series A Preferred Stock. Pursuant to the conversion agreements, the
holders relinquished all rights to accumulated dividends. During the three
months ended May 31, 2003 these accumulated and unpaid dividends were reversed
and credited to additional paid in capital.

NOTE 3. CAPITAL STOCK

In February 2003, the Company effected a one-for-ten reverse stock split of its
outstanding shares of common stock. The Companys 75,000,000 authorized shares
of common stock with $.001 par value remained unchanged. All references in
consolidated financial statements and notes to financial statements, numbers of
shares and share amounts have been restated to reflect the reverse split. As
of May 31, 2003, the Company has 13,040,618 shares of common stock outstanding.

The Company is authorized to issue 10,000,000 shares of preferred stock with a
par value of $.001. During the three-month period ended May 31, 2003, the
Company issued 1,000,000 shares of common stock in exchange for all of the
outstanding shares of Series D Preferred Stock, 1,080,000 shares of common
stock for all of the outstanding shares of Series C Preferred Stock and 9,238
shares of commons stock for all of the outstanding shares of Series A Preferred
Stock. At May 31, 2003, the Company does not have any shares of preferred
stock outstanding.

NOTE 4. LINE OF CREDIT

The Company has a line of credit primarily collateralized by accounts
receivable of Convergion. This line provides for interest of prime plus 4.5%
(8.75% at May 31, 2003) and certain handling fees. The line of credit expires in
August 2003 and the Company is not in compliance with certain of the financial
covenants contained in the agreement.

7



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##### 



NOTE 5. NOTES PAYABLE

Notes Payable at May 31, 2003 and August 31, 2002 are as follows:

|                                                                                                                                                                                                         |  |         |            |            |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | ---------- | ---------- |  | - | ---------- | -
|                                                                                                                                                                                                         |  | May 31, |            | August 31,
|                                                                                                                                                                                                         |  | 2003    |            | 2002      
|                                                                                                                                                                                                         |  |         |            |           
|Note payable in quarterly installments of $377,000, including
interest at 10% per annum, secured by property and equipment
This note was converted to Series D Preferred Stock in
December 2002          |  | $       |            |            |  | $ | 3,500,000  |  
|Note payable to a vendor in monthly installments of $33,333,
including interest at 6% per annum through February 2005                                                                                    |  |         | 758,211    |            |  |   |            |  
|Note payable to a vendor in monthly installments of $2,813
including interest at 6% per annum through February 2005                                                                                      |  |         | 53,402     |            |  |   |            |  
|Note payable to a vendor in weekly installments of $17,500
including interest at 17.95%, note is in default and is
currently due                                                                         |  |         | 354,750    |            |  |   |            |  
|Note payable in two installments of $750,000, plus
interest at 10% per annum, secured by property and equipment
This note was converted to Series D Preferred
Stock in December 2002                     |  |         |            |            |  |   | 1,500,000  |  
|Note payable to Bank in monthly installments of interest only
at the Banks prime lending rate plus 1%, secured by
accounts receivable. This note is currently in default and is
currently in litigation |  |         | 350,000    |            |  |   | 350,000    |  
|Unsecured note payable to an individual and a company
bearing interest at 7%, repayable on February 25, 2005                                                                                             |  |         | 447,043    |            |  |   |           |  
|                                                                                                                                                                                                         |  |         |            |            |  |   |            |  
|                                                                                                                                                                                                         |  |         | 1,963,406  |            |  |   | 5,350,000  |  
|Less: current portion                                                                                                                                                                                    |  |         | (1,230,057 | )          |  |   | (5,350,000 | )
|                                                                                                                                                                                                         |  |         |            |            |  |   |            |  
|                                                                                                                                                                                                         |  | $       | 733,349    |            |  | $ |           |  
|                                                                                                                                                                                                         |  |         |            |            |  |   |            |  

NOTE 6. PROFESSIONAL FEES

Professional fees consist of legal and audit fees related to the Companys sale
of common stock in February 2003 and acquisition related costs for the U.S.
Convergion acquisition that was completed on April 3, 2003.

NOTE 7. SUBSEQUENT EVENTS

On June 9, 2003, the Company obtained a $1,000,000 loan from a bank that is
secured by all the furniture and equipment of the Company. The loan provides
for interest at LIBOR plus 3.5% payable monthly with a maturity date of
February 9, 2004. The loan is guaranteed by two of the Companys directors.
Proceeds from this loan were used to repay the bank line of credit that was in
default at May 31, 2003, the shareholder loans outstanding at that time and for
payment of certain trade payables.

NOTE 8. RELATED PARTY TRANSACTIONS

Terrence J. Leifheit, the Companys President and Chief Executive Officer, is a
50% owner of Gibralter Publishing, Inc. (Gibralter). Gibralter is the
Companys largest customer, accounting for approximately 36% and 27% of the
revenues of the Company for the nine-month and three-month periods ending May
31, 2003, respectively. J&C Nationwide, Inc. a company controlled by William
Goldstein, one of the Companys two largest shareholders and a director, is
also a customer of the Company. Revenue from J&C Nationwide, Inc. during the
nine and three months ended May 31, 2003 totaled $41,591 and $28,331,
respectively.

Glen H. Hammer and William Goldstein, who together hold a majority of the
Companys outstanding common stock , have provided the Company with an
unsecured credit facility in the amount of $635,000. The Company can draw on
such amounts from time to time as needed for general working capital purposes.
Amounts outstanding bear interest at 7.0% and all amounts outstanding mature on
February 25, 2005. At May 31, 2003, the Company had borrowed $447,043 under
this facility.

8



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##### 



NOTE 9. ACQUISITION

On April 3, 2003, the Company acquired all the capital stock and outstanding
warrants and options of U.S. Convergion, Inc., in exchange for 374,630 shares
of the Companys common stock. The transaction is accounted for using the
purchase method of accounting. The total purchase price and carrying value of
net assets acquired of U.S.Convergion, Inc. was $3,937,168.

The significant components of the transaction are:

|                                                   |  |  |            | 
|-------------------------------------------------- |  |  | ---------- | 
|Excess of liabilities assumed over assets acquired |  |  | $3,104,269 | 
|Common stock issued                                |  |  | 671,899    | 
|Acquisition costs                                  |  |  | 161,000    | 
|                                                   |  |  |            | 
|Total consideration received                       |  |  | $3,937,168 | 

The following unaudited pro forma information presents the condensed
consolidated statement of operations of the Company as if the merger with
Convergion had taken place on September 1, 2001. Convergions results for
the three and nine months ended May 31, 2002 have been consolidated with the
Companys results for the three and nine months ended May 31, 2002. Convergion
commenced operations in November 2001 so the nine months ended May 31, 2002
shown below contains only seven months of operations for Convergion.

|                                             |                   |   |                                    |            |                                   |   |            |           |      |   |            |            |   |   |            |           |  
|-------------------------------------------- | ----------------- | - | ---------------------------------- | ---------- | --------------------------------- | - | ---------- | --------- | ---- | - | ---------- | ---------- | - | - | ---------- | --------- | -
|                                             |                   |   | For the Three Months Ended May 31, |            | For the Nine Months Ended May 31,
|                                             |                   |   |                                    |            |                                  
|                                             |                   |   | 2003                               |            | 2002                              |   | 2003       |           | 2002
|                                             |                   |   |                                    |            |                                   |   |            |           |     
|Revenues                                     |                   | $ | 3,855,246                          |            |                                   | $ | 4,934,376  |           |      | $ | 15,912,146 |            |   | $ | 11,017,694 |          
|Net loss attributable
to common
shareholders |                   | $ | (1,865,483                         | )          |                                   | $ | (1,481,915 | )         |      | $ | (4,393,293 | )          |   | $ | (2,880,060 | )        
|Weighted average
common shares
outstanding:  |                   |   |                                    |            |                                   |   |            |           |      |   |            |            |   |   |            |          
|                                             | Basic and diluted |   |                                    | 13,040,618 |                                   |   |            | 1,670,635 |      |   |            | 13,040,618 |   |   |            | 1,670,635 |  
|Loss per share:                              |                   |   |                                    |            |                                   |   |            |           |      |   |            |            |   |   |            |          
|                                             | Basic and diluted |   | $                                  | (.14       | )                                 |   | $          | (.89      | )    |   | $          | (.34       | ) |   | $          | (1.72     | )

These unaudited pro forma results have been prepared for comparative purposes
only and include certain pro forma adjustments. They do not purport to be
indicative of the results of operations that actually would have resulted on
the date indicated, or which may be obtained in the future.

9



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##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Market Central, Inc. (formerly Paladyne Corp.) (the Company) operates two
wholly owned subsidiaries, ecommerce support centers, inc.(ecom)and U.S.
Convergion, Inc. (Convergion). ecomprovides outsourced contact center
solutions and Customer Relationship Management (CRM) services; Convergion
provides systems design, integration, sales and service of internal contact
centers and is a reseller for MicroSofts MS CRM solution. Combined, the
subsidiaries provide inbound technical support, sales, and customer service;
outbound pre-sales and sales; data mining; campaign management; CRM Integration
(contact center systems design, sales, integration and life-cycle support).

The unaudited condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries, ecomand Convergion. The
Companys acquisition of Convergion occurred on April 3, 2003, and,
accordingly, the financial statements included herein include the accounts of
Convergion from April 3, 2003 through May 31, 2003. All significant
inter-company transactions and balances have been eliminated.

The Companys unaudited condensed consolidated financial statements are
presented on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The
unaudited condensed consolidated financial statements do not include, nor does
management feel it necessary to include, any adjustments to reflect any
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern. The Companys
independent accountants report contained a going concern qualification for the
year ended August 31, 2002.

The Company maintains substantial business relationships with Gibralter
Publishing, Inc. (Gibralter). The Companys president and CEO is a principal
of Gibralter. Gibralter continues to be the Companys largest customer,
accounting for approximately 36% and 27% of the Companys revenues for the
nine-month and three-month periods ended May 31, 2003, respectively.

In February 2003, the Company effected a one-for-ten reverse stock split of its
outstanding shares of common stock. All references in the condensed
consolidated financial statements and notes to financial statements, numbers of
shares and share amounts have been restated to reflect the reverse split.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship to the total
revenues of principal items contained in the Companys Condensed Consolidated
Statements of Operations for the three and nine months ended May 31, 2003 and
2002, respectively.

|                   |  |  |       |    |                    |  |                   |    |      |  |       |    |  |         | 
|------------------ |  |  | ----- | -- | ------------------ |  | ----------------- | -- | ---- |  | ----- | -- |  | ------- | 
|                   |  |  |       |    | Three months Ended |  | Nine months Ended
|                   |  |  |       |    | MAY 31,            |  | MAY 31,          
|                   |  |  |       |    |                    |  |                  
|                   |  |  |       |    | 2003               |  | 2002              |    | 2003 |  | 2002 
|                   |  |  |       |    |                    |  |                   |    |      |  |      
|                   |  |  |       |    | (UNAUDITED)        |  | (UNAUDITED)      
|Total revenues     |  |  | 100   | %  |                    |  | 100               | %  |      |  | 100   | %  |  | 100%   
|Cost of revenues   |  |  | 63.5  | %  |                    |  | 56.0              | %  |      |  | 61.6  | %  |  | 55.0%  
|                   |  |  |       |    |                    |  |                   |    |      |  |       |    |  |         | 
|Gross profit       |  |  | 36.5  | %  |                    |  | 44.0              | %  |      |  | 38.4  | %  |  | 45.0%  
|Operating expenses |  |  | 73.2  | %  |                    |  | 63.0              | %  |      |  | 55.7  | %  |  | 59.0%  
|                   |  |  |       |    |                    |  |                   |    |      |  |       |    |  |        
|Operating loss     |  |  | (36.7 | %) |                    |  | (19.0             | %) |      |  | (17.3 | %) |  | (14.0%)
|Interest expense   |  |  | (3.5  | %) |                    |  | (9.0              | %) |      |  | (3.6  | %) |  | (7.0%) 
|Professional fees  |  |  |      |    |                    |  |                  |    |      |  | (2.0  | %) |  |        
|                   |  |  |       |    |                    |  |                   |    |      |  |       |    |  |         | 
|Net loss           |  |  | (40.2 | %) |                    |  | (28.0             | %) |      |  | (22.9 | %) |  | (21.0%)
|                   |  |  |       |    |                    |  |                   |    |      |  |       |    |  |         | 

10



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##### 



COMPARISON OF THE THREE MONTHS ENDED MAY 31, 2003 TO THE THREE MONTHS ENDED MAY
31, 2002

Revenues for the three months ended May 31, 2003 and 2002 were $3,173,472 and
$2,035,472, respectively, representing a 56% increase. This increase of
$1,138,000 was primarily attributable to the acquisition of Convergion in April
2003. Convergions sales were $1,041,173 during the three months ended May 31,
2003. Excluding Convergion sales increased $96,827 or 4.7%. This growth was
related primarily to expansion of outbound telemarketing volume.

Cost of revenues were $2,014,652 and $1,141,585, for the three months ended May
31, 2003 and 2002, respectively which represents 63.5% and 56.0% of revenue for
the respective periods. The increase in cost of revenues was due primarily to
the Convergion acquisition which accounted for $586,671 of the increase. The
increase as a percentage of revenue was due to pricing pressure within the call
center business. Gross profit increased $264,963 or 29.6%, from the three
months ended May 31, 2002 to May 31, 2003 while gross margin declined from
44.0% to 36.5% during those periods. The increase in gross profit is due
entirely to the increase in revenue while the decline in gross margin is due
primarily to marketplace pricing pressures in the call center business.

Operating expenses, including depreciation and amortization, increased to
$2,322,094 from $1,293,059 which represented 73.2% and 63.0% of revenue for the
three months ended May 31, 2003 and 2002, respectively. This increase of
$1,029,035 is the result of the Convergion acquisition in April 2003.
Convergions operating expenses were $1,078,122 for the three months ended May
31, 2003.

Interest expense decreased from $172,685 to $110,165, for the three months
ended May 31, 2002 as compared to the three months ended May 31, 2003. As a
percentage of revenue this decrease is from 9.0% to 3.5% and is attributable
primarily to the conversion of the $5,000,000 notes payable to Gibralter into
Series D preferred stock during the quarter ended February 2003. This was
partly offset by $49,192 of interest paid by Convergion during the three months
ended May 31, 2003.

Net loss for the three months ended May 31, 2003 and 2002 was $1,273,274 and
$582,057, respectively. This increase of $691,217 in the loss from 2002 to
2003 is due almost entirely to the Convergion acquisition which accounted for
$672,812 of the loss during the three months ended May 31, 2003.

COMPARISON OF THE NINE MONTHS ENDED MAY 31, 2003 TO THE NINE MONTHS ENDED MAY
31, 2002

Revenues for the nine months ended May 31, 2003 and 2002 were $8,007,810 and
$6,999,471, respectively, representing a $1,008,339 or 14.4% increase. This
increase is attributable entirely to the Convergion acquisition in April 2003
and its sales during the nine-month period ended May 31, 2003 of $1,041,173.

Cost of revenues increased to $4,931,702 from $3,826,481 for the nine months
ended May 31, 2003 and 2002, respectively, which represented 61.6% and 55.0% of
revenue for those periods. The increase in cost of revenues of $1,105,221 was
due in part to the Convergion acquisition which accounted for $586,671 of the
increase and from increased costs related to the call center business which
suffered from marketplace pricing pressures. Gross profit deceased to
$3,076,108 from $3,172,990 for the nine months ended May 31, 2003 and 2002
respectively and gross margin decreased to 38.4% from 45.0% during the same
periods. The decrease in gross margin is the result primarily of increased
pricing pressures in the marketplace.

Operating expenses of $4,462,206 and $4,144,154 for the nine months ended May
31, 2003 and 2002 respectively represented 55.7% and 59% of revenue for these
periods. The increase of $318,052 is due

11



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##### 



entirely to the Convergion acquisition in April 2003. Operating expenses for
the nine months ended May 31, 2003 include $1,078,122 relating to Convergion.

Interest expense declined 41.8% from $495,679 to $288,041 for the nine months
ended May 31, 2002 to May 31, 2003, respectively. As a percentage of revenue,
interest expense declined from 7.0% to 3.6% during these periods. This
decrease is attributable almost entirely to reduced borrowings following the
conversion of the $5,000,000 in notes payable to Gibralter into Series D
preferred stock during December 2002. This decline was offset somewhat by the
interest expense of $49,192 related to Convergion borrowings during the
nine-months ended May 31, 2003.

Professional fees for the nine months ended May 31, 2003 consist of legal fees
related to the Companys sale of a majority interest of its common stock in
February 2003 and various other actions related its special shareholders
meeting. These fees, shown as non-operating expenses, are infrequently
occurring items related to the sale of stock of the Company that resulted in a
change in control. . These costs of $161,021 for the nine-months ended May 31,
2003 are 2.0% of revenue. For the nine months ended May 31, 2002, none of
these types of transactions occurred and no such costs were present.

Net loss for the nine months ended May 31, 2003 and 2002 was $1,835,160 and
$1,497,443, respectively. This increase of $337,717 in the loss from 2002 to
2003 represents a 22.5% increase in net loss. This increase is due to the
Convergion acquisition which accounted for $672,812 of the loss during the
nine-months ended May 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Companys principal cash requirements are for operating expenses, including
employee costs, funding of accounts receivable and funding of operations. In
February 2003, the Companys new majority shareholders invested approximately
$370,000 in cash and assumed liabilities of approximately $380,000. They also
have provided an unsecured, two-year loan facility for the Company of up to an
additional $635,000, of which $447,043 was outstanding at May 31, 2003.
Amounts outstanding under this facility bear interest at 7.0% per annum. In
June 2003 the Company obtained a $1,000,000 loan from a bank that is secured by
certain assets of the Company. The proceeds from this loan repaid the balance
of the loans outstanding to the majority shareholders, repaid the bank loan of
$350,000 that was in default and the balance was used for working capital.
These funds, along with the Companys cash flows from operations, are expected
to provide adequate liquidity to meet the Companys minimum cash requirements
for the next six months.

The Company is negotiating with multiple lenders for additional accounts
receivable financing. A loan facility was in place at Convergion when the
acquisition was completed and it remains in use. The facilities from the
majority shareholders and additional facilities from accounts receivable
lenders should satisfy cash needs in the near term and to provide necessary
liquidity for the next six months. If the Company is unable to generate
sufficient cash from operations and additional loans from new lenders in the
next six months, the Company will be required to seek other sources of
liquidity, in the form of either equity or debt financing. There can be no
assurance that the Company will be able to obtain such financing on acceptable
terms or at all.

Cash used in operating activities was $1,617,758 for the nine months ended May
31, 2003. This was due primarily to operating losses caused by the revenue
levels that are less than required to cover operating expenses and professional
fees relating to infrequently occurring activities of $161,021 that arose from
the February 2003 sale of the Companys common stock. The Company invested
$22,861 in computers and leasehold improvements during this period.

In prior periods, certain shareholders have loaned money to or guaranteed
indebtedness of the Company to fund the Companys working capital needs. No
assurance can be given that such shareholders would guarantee any further
indebtedness or that they would not seek to withdraw their existing guarantees.

The Company intends to continue to expand it operations through acquisitions of
businesses that will broaden the Companys current services in the customer
relationship management (CRM) area and provide opportunities for complementary
selling opportunities. The Company may issue shares of common stock, cash or a
combination of stock and cash as consideration in these acquisitions. There
can be no assurance

12



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##### 



that the Company will continue to find suitable acquisition candidates or that
the Company will be able to successfully integrate any acquisition.

The Companys independent certified public accountants have stated in their
report included in the Companys August 31, 2002 Form 10-KSB, that the Company
has incurred operating losses in the last two years, that the Company is
dependent upon managements ability to develop profitable operations and that
these factors among others may raise substantial doubt about the Companys
ability to continue as a going concern.

INFLATION

In the opinion of management, inflation has not had a material effect on the
operations of the Company.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Certain statements made in this report, and other written or oral statements
made by or on behalf of the Company may constitute forward-looking statements
under the Private Securities Litigation Reform Act of 1995. When used in this
report, the words believes, expects, estimates, intends, will and
similar expressions are intended to identify forward-looking statements.
Statements regarding future events and developments and our future performance,
as well as the Companys expectations, beliefs, plans, intentions, estimates or
projections relating to the future, are forward-looking statements within the
meaning of these laws. Examples of such statements in this report include the
Companys current plans for improving liquidity and its future acquisition
plans. Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in or implied by
the statements, including, but not limited to the ability of the Company to
provide for its debt obligations and to provide for working capital needs from
operating revenue; general economic conditions; the ability to integrate
acquisitions successfully and without disruptions to normal operations; and
other risks detailed in the Companys periodic report filings with the
Securities and Exchange Commission. The Company believes that these
forward-looking statements are reasonable; however, you should not place undue
reliance on such statements. These statements are based on current expectations
and speak only as of the date of such statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of future events, new information or otherwise.

ITEM 3. CONTROLS AND PROCEDURES

The Companys Chief Executive Officer and Chief Financial Officer have
evaluated the Companys disclosure controls and procedures as of a date within
90 days prior to the date of this filing, and they concluded that these
controls and procedures are effective. There have been no significant changes
in internal controls or in other factors that could significantly affect these
controls subsequent to the date of this evaluation.

Disclosure controls and procedures are the Companys controls and other
procedures that are designed to ensure that information it is required to
disclose in the reports it files under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commissions rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information the Company is required to disclose in the reports that it files
under the Exchange Act is accumulated and communicated to management, including
the principal executive and financial officers, as appropriate, to allow timely
decisions regarding required disclosure.

PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On April 3, 2003, the Company issued an aggregate of 374,630 shares of its
common stock to the six shareholders of U.S. Convergion, Inc. (Convergion) in
connection with its acquisition of all of the outstanding capital stock of
Convergion. The issuances were exempt from registration under Section 4(2) of
the Securities Act of 1933 pursuant to the safe harbor provided by Rule 506
promulgated thereunder. The sales were not effected by any form of general
solicitation or advertising, and the Company complied

13



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##### 



with the disclosure requirements of Rule 502(b) and the requirements of Rule
502(b) relating to imposing limitations on the resale of the issued shares.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) Exhibits
|------------

| |  |     |      |             |  |                                                                                               |  |  |  | 
| |  | --- | ---- | ----------- |  | --------------------------------------------------------------------------------------------- |  |  |  | 
| |  | No. |      | Description |  |                                                                                               |  | 
| |  |     |      |             |  |                                                                                               |  | 
| |  |     | 99.1 |             |  | Certification of Terrence Leifheit Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
| |  |     |      |             |  |                                                                                              
| |  |     | 99.2 |             |  | Certification of Clifford A. Clark Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.



|(b) Reports on Form 8-K
|-----------------------



| |  |  | The Company filed a Report on Form 8-K dated April 3, 2003,
reporting the Companys acquisition of U.S. Convergion, Inc.
| |  |  | ------------------------------------------------------------------------------------------------------------------------

14



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##### 



SIGNATURES



| |  | In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |               |  |                                                                                
|----- |  | ------------- |  | -------------------------------------------------------------------------------
|      |  |               |  | MARKET CENTRAL, INC.                                                           
|     
|      |  |               |  |                                                                                
|     
|Date: |  | July 31, 2003 |  | By /s/ Terrence LeifheitTerrence Leifheit
President and Chief Executive Officer
|     
|Date: |  | July 31, 2003 |  | By /s/ Clifford ClarkClifford Clark
Chief Financial Officer                    

15



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##### 



CERTIFICATION

I, Terrence Leifheit, certify that:



|1. |  | I have reviewed this Quarterly Report on Form 10-QSB of
Market Central, Inc.,                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                         



| | a) |  | Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls an
procedures based on our evaluation as of the Evaluation Date;                                                                                                                         



|5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants
auditors any material weaknesses in internal controls, and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                                                                    |  | 
|-------------------- |  | ---------------------------------------------------------------------------------- |  | 
|Date:  July 31, 2003 |  | /s/ Terrence J. LeifheitTerrence J. Leifheit
President and Chief Executive Officer

16



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##### 



CERTIFICATION

I, Clifford A. Clark, certify that:



|1. |  | I have reviewed this Quarterly Report on Form 10-QSB of
Market Central, Inc.,                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                         



| | a) |  | Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls an
procedures based on our evaluation as of the Evaluation Date;                                                                                                                         



|5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants
auditors any material weaknesses in internal controls, and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                                               
|-------------------- |  | --------------------------------------------------------------
|Date:  July 31, 2003 |  |                                                               
|                    
|                     |  |                                                               
|                    
|                     |  | /s/ Clifford A. ClarkClifford A. Clark
Chief Financial Officer

17