**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 November 30, 2005**





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
            59-3562953(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





6701
      Carmel Road, Suite 205, Charlotte, NC 28226


(Address
      of Principal Executive Offices)





704-837-0500


(Issuer's
      Telephone Number)








Former
      address was 7810 Ballantyne Commons Pky, Suite 300, Charlotte, NC
      28277


(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
      |X|  No |_|





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 December 31, 2005: 14,309,612 shares


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







PART
      I.


ITEM
      1.
      FINANCIAL STATEMENTS (UNAUDITED)





The
      following unaudited Condensed Consolidated Financial Statements for the three
      months ended November 30, 2005 and November 30, 2004 have been prepared
      by Market
      Central, Inc., a Delaware corporation.




**MARKET
                CENTRAL, INC.****UNAUDITED
                CONDENSED CONSOLIDATED BALANCE SHEETS**November
                30,
              2005
            
            August
                31,
              2005ASSETSCurrent
                Assets:Cash
                and cash equivalents
            
            $
            1,020,778
            
            $
            2,124,029Accounts
                receivable, net of allowance for doubtful accounts of $0 at November
                30,
                2005 and August 31, 2005
            
            
            -
            
            
            10,000Other
                receivable - related party (Note H)
            
            
            101,474
            
            
            81,090Notes
                receivable - related parties (Notes C and H)
            
            
            223,085
            
            
            378,003Prepaid
                expenses and other current assets
            
            
            96,652
            
            
            124,777Total
                Current Assets
            
            
            1,441,989
            
            
            2,717,899Property
                and Equipment:Furniture
                and fixtures
            
            
            39,653
            
            
            69,526Computers
                and software
            
            
            264,822
            
            
            185,985304,475
            
            
            255,511Less:
                accumulated depreciation
            
            
            (129,367
            )
            
            (120,349
            )Property
                and Equipment, net
            
            
            175,108
            
            
            135,162Other
                Assets:Goodwill
            
            
            745,050
            
            
            745,050Deposits
                and other
            
            
            -
            
            
            2,524Intangible
                assets, net of accumulated amortization of $72,890 and $64,880 at
                November
                30, 2005 and August 31, 2005, respectively (Note J)
            
            
            515,041
            
            
            32,338Total
                Other Assets
            
            
            1,260,091
            
            
            779,912Total
                Assets
            
            $
            2,877,188
            
            $
            3,632,973**LIABILITIES
                AND DEFICIENCY IN STOCKHOLDERS' EQUITY**Current
                Liabilities:Accounts
                payable and accrued liabilities
            
            $
            2,238,507
            
            $
            2,123,810Note
                payable to related parties (Note D and H)
            
            
            465,148
            
            
            365,148Unearned
                income (Note C)
            
            
            119,723
            
            
            181,101Total
                Current Liabilities
            
            
            2,823,377
            
            
            2,670,059Senior
                Convertible Notes Payable (Note E)
            
            
            2,067,391
            
            
            1,354,770Notes
                payable to related parties, long term portion (Note D and
                H)
            
            
            732,634
            
            
            793,921Other
                long term liabilities
            
            
            343
            
            
            546Total
                Long-term Liabilities
            
            
            2,800,368
            
            
            2,149,237Total
                Liabilities
            
            
            5,623,745
            
            
            4,819,296Commitments
                and Contingencies (Note I)
            
            
            -
            
            
            -Deficiency
                in Stockholders' Equity:Preferred
                stock, par value $.001 per share; 10,000,000 shares
                authorized;Series
                B 350,000 shares issued and outstanding at November 30, 2005 and
                August
                31, 2005 (Note F)
            
            
            350
            
            
            350Common
                stock, par value $.001 per share; 75,000,000 shares authorized; 14,255,694
                and 13,320,992 shares issued and outstandingat
                November 30, 2005 and August 31, 2005, respectively (Note
                F)
            
            
            14,256
            
            
            13,321Stock
                subscription payable (Note F)
            
            
            -
            
            
            102,064Additional
                paid-in-capital
            
            
            44,387,797
            
            
            43,278,143Accumulated
                deficit
            
            
            (47,148,959
            )
            
            (44,580,201
            )Total
                Deficiency in Stockholders' Equity
            
            
            (2,746,556
            )
            
            (1,186,323
            )Total
                Liabilities and Deficiency in Stockholders' Equity
            
            $
            2,877,188
            
            $
            3,632,973





See
      accompanying footnotes to the unaudited
      condensed consolidated financial
      statements.










**MARKET
                CENTRAL, INC.****UNAUDITED
                CONSOLIDATED STATEMENTS OF LOSSES****FOR
                THE THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004**2005
            
            2004Revenues,
                net
            
            $
            1,517
            
            $
            1,770Cost
                of sales
            
            
            -
            
            
            2,454Gross
                profit
            
            
            1,517
            
            
            (684
            )Operating
                expenses:Selling,
                general and administrative
            
            
            1,534,604
            
            
            887,229Depreciation
                and amortization
            
            
            17,028
            
            
            11,431Total
                operating expenses
            
            
            1,551,632
            
            
            898,660Loss
                from operations
            
            
            (1,550,115
            )
            
            (899,344
            )Other
                income, net (Note C)
            
            
            59,861
            
            
            -Interest
                expenses, net
            
            
            (1,078,504
            )
            
            (27,552
            )Total
                other expenses
            
            
            (1,018,643
            )
            
            (27,552
            )Loss
                from continuing operations, before income taxes and discontinued
                operations
            
            
            (2,568,758
            )
            
            (926,896
            )Provision
                for income taxes
            
            
            -
            
            
            -Loss
                from continuing operations, before discontinued operations
            
            
            (2,568,758
            )
            
            (926,896
            )Loss
                from discontinued operations (Note B)
            
            
            -
            
            
            (151,240
            )Net
                loss
            
            $
            (2,568,758
            )
            $
            (1,078,136
            )Cumulative
                convertible preferred stock dividend requirements (Note F)
            
            
            -
            
            
            (32,552
            )Net
                loss attributable to common shareholders
            
            $
            (2,568,758
            )
            $
            (1,110,688
            )Net
                loss per common share (basic and assumed diluted)
            
            $
            (0.20
            )
            $
            (0.08
            )Continuing
                operations:
            
            $
            (0.20
            )
            $
            (0.07
            )Discontinued
                operations:
            
            $
            -
            
            $
            (0.01
            )Weighted
                Average Shares OutstandingBasic
                and assumed diluted
            
            
            13,000,015
            
            
            13,427,147




See
      accompanying footnotes to the unaudited condensed consolidated financial
      statements.







**MARKET
                CENTRAL, INC.****UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS****FOR
                THE THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004**2005
            
            2004Net
                cash used in operating activities
            
            $
            (1,426,219
            )
            $
            (798,234
            )Net
                cash used in investing activities
            
            
            (298,964
            )
            
            (12,774
            )Net
                cash provided by financing activities
            
            
            621,932
            
            
            466,909Net
                decrease in cash and cash equivalents
            
            
            (1,103,251
            )
            
            (344,099
            )Cash
                and cash equivalents at beginning of period
            
            
            2,124,029
            
            
            344,099Cash
                and cash equivalents at end of period
            
            $
            1,020,778
            
            $
            -Supplemental
                Disclosures of Cash Flow Information:Cash
                paid during the period for interest
            
            $
            121,374
            
            $
            28,227Common
                stock issued in exchange for services rendered (Note F)
            
            
            -
            
            
            107,900Common
                stock issued in exchange for conversion of notes payable (Note E
                and
                F)
            
            
            250,000
            
            
            -Common
                stock issued in exchange for accrued liabilities (Note F)
            
            
            60,000
            
            
            -Common
                stock issued in connection with acquisition of intangible assets
                (Note B
                and F)
            
            
            140,713
            
            
            -Common
                stock issued in exchange for officer compensation (Note F)
            
            
            13,000
            
            
            -Warrants
                issued in exchange for services rendered (Note G)
            
            
            4,250
            
            
            -Beneficial
                conversion feature on convertible notes payable (Note E)
            
            
            66,751
            
            
            -Value
                of warrants attached to convertible notes (Note E)
            
            
            75,560
            
            
            -Notes
                payable issued in connection with acquisition of intangible assets
                (Note B
                and D)
            
            
            100,000
            
            
            -















































See
      accompanying footnotes to the unaudited condensed consolidated financial
      statements.










**MARKET
      CENTRAL, INC.**


**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**NOVEMBER
      30, 2005**





**NOTE
      A - SUMMARY OF ACCOUNTING POLICIES**





General





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-QSB, and therefore,
      do
      not include all the information necessary for a fair presentation of financial
      position, results of operations and cash flows in conformity with generally
      accepted accounting principles.





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 three-month period ending November 30,
      2005
      are not necessarily indicative of the results that may be expected for the
      year
      ended August 31, 2006. The unaudited consolidated financial statements should
      be
      read in conjunction with the consolidated August 31, 2005 financial statements
      and footnotes thereto included in the Company's SEC Form 10-KSB.





Business
      and Basis of Presentation





Market
      Central, Inc. (the "Company") is a software and intellectual property enterprise
      with products which provide a platform to build a suite of software for
      Enterprise Content Management (ECM) needs. The Company holds multiple patents
      and patent-pending technologies and has developed the suite of products that
      provides solutions for managing the significant quantities of electronic
      information available today. The Company’s software includes next generation ECM
      capabilities. ECM includes: intelligent search for the internet and each
      enterprise, classification and intelligent document recognition.




The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiary, Convey Systems International, Inc. (“CSI”), and
      majority-owned subsidiary, Tigo Search, Inc. (“TSI”). TSI was a wholly-owned
      subsidiary until November 28, 2005 when the Company acquired the Find.com URL
      and related intangible assets in a transaction which included issuing the seller
      49% of TSI’s common stock. This
      transaction resulted in the Company being the majority owner, owning 51% of
      the
      issued shares of TSI (Note B). The TSI subsidiary was established for the
      acquisition of and development of the Find.com URL and business related to
      that
      URL. The business became active in November, 2005.




The
      Company sold its ecom subsidiary in August, 2005. The ecom business segment
      is
      accounted for as discontinued operations, and accordingly, amounts in the
      financial statements and related notes for the three months ended November
      30,
      2004 have been restated to reflect discontinued operations accounting. All
      significant inter-company transactions and balances have been eliminated in
      consolidation.




Minority
      Interest in Subsidiaries




Minority
      interest in results of operations of consolidated subsidiaries represents the
      minority shareholders' share of the income or loss of various consolidated
      subsidiaries. The minority interest in the consolidated balance sheet reflect
      the original investment by these minority shareholders in these consolidated
      subsidiaries, along with their proportional share of the earnings or losses
      of
      these subsidiaries. The
      minority interest in Tigo Search, Inc. is a deficit and, in accordance with
      Accounting Research Bulletin No. 51, subsidiary losses should not be charged
      against the minority interest to the extent of reducing it to a negative amount.
      As such, any losses will be charged against the Company’s operations, as
      majority owner.





Stock-based
      Compensation





In
      December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
      amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
      alternative methods of transition for a voluntary change to the fair value
      based
      method of accounting for stock-based employee compensation. In addition, this
      statement amends the disclosure requirements of SFAS No. 123 to require
      prominent disclosures in both annual and interim financial statements about
      the
      method of accounting for stock-based employee compensation and the effect of
      the
      method used on reported results. The Company has chosen to continue to account
      for stock-based compensation using the intrinsic value method prescribed in
      APB
      Opinion No. 25 and related interpretations. Accordingly, compensation expense
      for stock options is measured as the excess, if any, of the fair market value
      of
      the Company's stock at the date of the grant over the exercise price of the
      related option.





The
      Company has adopted the annual disclosure provisions of SFAS No. 148 in its
      financial reports for the year ended August 31, 2005 and 2004 and will adopt
      the
      interim disclosure provisions for its financial reports for the subsequent
      periods. The Company used the Black-Scholes pricing model prior to August 31,
      2005. Effective September 1, 2005, the Company adopted the Binomial pricing
      model. Had compensation costs for the Company’s stock options been determined
      based on the fair value at the grant dates for the awards, the Company’s net
      loss and losses per share would have been as follows (transactions involving
      stock options issued to employees and Black-Scholes and Binomial pricing model
      assumptions are presented in Note G):








For
                the Three Months Ended November 30,2005
            
            2004Net
                loss - as reported
            
            $
            (2,568,758
            )
            $
            (1,078,136
            )Add:
                Total stock-based employee compensation expense as reported under
                intrinsic value method (APB.No.
                25)
            
            
            -
            
            
            -Deduct:
                Total stock-based employee compensation expense as reported under
                fair
                value-based method(SFAS
                No. 123)
            
            
            (1,376,275
            )
            
            (292,375
            )Net
                loss - Pro forma
            
            $
            (3,945,033
            )
            $
            (1,370,511
            )Net
                loss attributable to common stockholders - Pro forma
            
            $
            (3,945,033
            )
            $
            (1,403,063
            )Basic
                (and assuming dilution) loss per share - as reported
            
            $
            (0.20
            )
            $
            (0.08
            )Basic
                (and assuming dilution) loss per share - Pro forma
            
            $
            (0.30
            )
            $
            (0.10
            )




Reclassifications





Certain
      reclassifications have been made in prior years' financial statements to conform
      to classifications used in the current year.




**NOTE
      B - ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS**





Tigo
      Search, Inc.





Tigo
      Search, Inc. was formed as a wholly-owned subsidiary of the Company during
      the
      year ended August 31, 2005. On November 28, 2005, the Company entered into
      a
      transaction whereby in exchange for 49% of Tigo Search, Inc. and $250,000 in
      cash, issuance of a promissory note in the amount of $100,000 (Note D) and
      112,570 shares of the Company’s common stock, valued at $140,713 (Note F), the
      Find.com URL and certain other related intangible assets would be owned by
      Tigo
      Search, Inc. Tigo Search, Inc. had no assets or liabilities prior to this
      transaction.





For
      the
      period ended November 30, 2005, the minority interest in Tigo Search, Inc.
      is a
      deficit and, in accordance with Accounting Research Bulletin No. 51, the
      Company’s consolidated net loss included the net loss from Tigo Search, Inc. in
      the amount of $28,341, as majority owner.





ecommerce
      support centers, inc.





On
      May
      23, 2005, the Company sold substantially all the assets that comprise its call
      center operations (“ecom”). On
      August
      31, 2005, the Company entered into an agreement to sell all of the outstanding
      capital stock of the ecom to Lion Development Group II, Inc. The
      financial statements for the three months ended November 30, 2004 reflect the
      operating results of the discontinued operations separately from continuing
      operations.





Operating
      results for the ecommerce support centers, inc. discontinued operations for
      the
      three months ended November 30, 2004 were:





Revenues
            
            $
            1,432,686Costs
                and Expenses
            
            
            1,583,926Net
                loss before tax
            
            
            (151,240
            )Income
                tax provision (benefit)
            
            
            -Net
                loss
            
            $
            (151,240
            )





**NOTE
      C - NOTES RECEIVABLE - RELATED PARTIES**





At
      November 30, 2005 and August 31, 2005, the Company has a note receivable from
      one its largest shareholders with a balance of $223,085 and $378,003,
      respectively. This note, which had an original balance of $400,000, matures
      on
      May 31, 2006 and is secured by approximately 1,100,000 shares of the Company’s
      common stock. The note does not provide for interest except that the Company
      received 159,630 shares of its common stock as an inducement to make this loan.
      These shares were valued at $239,445 and this amount is being amortized over
      the
      one-year life of the note. Unearned income includes $119,723 and $181,101of
      unamortized value of these shares at November 30, 2005 and August 31, 2005,
      respectively. Other income includes $59,861 and $-0- related to this share
      value
      for the three months ended November 30, 2005 and 2004, respectively.





**NOTE
      D - NOTES PAYABLE**





Notes
      Payable at November 30, 2005 and August 31, 2005 are as follows:





November
                30, 2005
            
            August
                31,
              2005Note
                payable to a related party in monthly installments of $20,429 plus
                interest at LIBOR monthly floating rate plus 2.75%; unsecured; all
                remaining unpaid amount becomes due in May 2008 (Note H)
            
            $
            977,782
            
            $
            1,039,069Note
                payable due sixty days after the termination of the rescission (Note
                I)
                and exchange period specified in the Company’s registration statement on
                Form S-4/SB-2, with interest at 4.75% secured by a portion of the
                common
                stock of Tigo Search, Inc. The expiration date of the rescission
                offer and
                effective date of the Form S4 is still unknown as of the date of
                this
                report.
            
            
            100,000
            
            
            -Note
                payable on demand to a related party, non-interest bearing; unsecured;
                maturity date is in May 2004; the Company shall repay the note with
                Company common stock. The Company is currently in default under the
                terms
                of the note agreement. (Note H)
            
            
            120,000
            
            
            120,0001,197,782
            
            
            1,159,069Less:
                current portion
            
            
            (465,148
            )
            
            (365,148
            )$
            732,634
            
            $
            793,921


Aggregate
        maturities of long-term debt as of November 30, 2005 are as
        follows:




2006
            
            $
            465,1482007
            
            
            245,1482008
            
            
            487,4862009
            
            
            -2010
            
            
            -Total
            
            $
            1,197,782







**NOTE
      E - SENIOR CONVERTIBLE NOTES PAYABLE**





The
      Company began offering a 6.4% convertible note (“Convertible Note”) in April
      2005 with an aggregate face value of $6,250,000 and a maturity of May 2007.
      Subsequent to April 2005, the Company authorized offering up to $7,187,500
      aggregate face value of the notes. The Convertible Notes were offered with
      a 20%
      discount, resulting in net proceeds before commissions of $5,000,000 to the
      Company of the initial offering amount and up to $5,750,000 if fully subscribed.
      The Convertible Notes were initially offered only to holders of the Company’s
      Series A Preferred Stock. Included with the Convertible Notes were warrants
      to
      purchase one share of the Company’s common stock for each $2 of face value of
      Convertible Notes sold at an exercise price of $1.00 per share and a term which
      expires in June 2010. The Convertible Notes provide for conversion of the face
      amount of the notes into the Company’s common stock at $1.3325 per share and
      they provide for interest to be paid quarterly. The repayment of the Convertible
      Notes is secured by a first priority security interest in the Company’s
      intellectual property granted pursuant to a security agreement to be entered
      into by the Company. Upon the payment or conversion of $5,000,000 of the total
      Principal Amount of the Notes, the XML patents owned by Scientigo will be
      released from such security interest.





During
      the three months ended November 30, 2005, the Company sold additional $187,500
      of notes, and two noteholders of the outstanding Convertible Notes elected
      to
      convert $250,000 of the notes into 187,716 shares of the Company’s common stock.
      As of November 30, 2005 and August 31, 2005, the Company sold Convertible Notes
      with a face value of $6,633,950 and $6,446,450 and received net proceeds of
      $5,307,160 and $5,157,160, respectively. In connection with issuance of the
      Convertible Notes, the Company issued warrants to its placement agent in
      exchange for services and commissions. The exercise prices of these warrants
      were below the fair market value of the Company's common stock. The Company
      has
      charged an aggregate of $4,250 and $-0- to operations during the three months
      ended November 30, 2005 and 2004, respectively in connection with the warrants
      issued to its placement agent and $7,500 and $-0- in cash payments of
      commissions on sales of convertible notes during the three months ended November
      30, 2005 and 2004, respectively. Additionally, the Company accounted for and
      charged to operations $37,500 and $-0- of interest expense during the three
      months ended November 30, 2005 and 2004, respectively, in connection with the
      original 20% discount on the Convertible Notes.




A
      summary
      of convertible notes payable at November 30, 2005 and August 31, 2005 is as
      follows:





November
                30,
              2005
            
            August
                31,
              2005Convertible
                notes payable; 6.4% per annum payable quarterly; due May 2007; noteholders
                have the option to convert unpaid note principal into the Company’s common
                stock at $1.3325 per share. The noteholders are secured by a first
                priority security interest in the Company’s intellectual
                property.
            
            $
            6,383,950
            
            $
            6,446,450Debt
                Discount - beneficial conversion feature, net of accumulated amortization
                and write-off of $1,002,005 and $471,439 at November 30, 2005 and
                August
                31, 2005, respectively.
            
            
            (2,484,544
            )
            
            (2,948,358
            )Debt
                Discount - value attributable to warrants attached to notes, net
                of
                accumulated amortization and write-off of $725,632 and $338,766 at
                November 30, 2005 and August 31, 2005, respectively.
            
            
            (1,832,015
            )
            
            (2,143,322
            )Total
            
            $
            2,067,391
            
            $
            1,354,770Less:
                current portion
            
            
            -
            
            
            -$
            2,067,391
            
            $
            1,354,770




In
      accordance with Emerging Issues Task Force Issue 98-5, Accounting for
      Convertible Securities with a Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios (“EITF 98-5”), the Company recognized an imbedded
      beneficial conversion feature present in the Convertible Note. The Company
      allocated a portion of the proceeds equal to the intrinsic value of that feature
      to additional paid-in capital. The Company recognized and measured an aggregate
      of $3,486,549 of the proceeds, which is equal to the intrinsic value of the
      imbedded beneficial conversion feature, to additional paid-in capital and a
      discount against the Convertible Note. The debt discount attributed to the
      beneficial conversion feature is amortized over the Convertible Note’s maturity
      period (21 to 25 months) as interest expense.








In
      accordance with Emerging Issues Task Force Issue 00-27, Application of Issue
      No.
      98-5 to Certain Convertible Instruments (“EITF - 00-27”), the Company recognized
      the value attributable to the warrants in the amount of $2,557,647 to additional
      paid-in capital and a discount against the Convertible Note. The Company valued
      the warrants in accordance with EITF 00-27 using a binomial pricing model
      (Black-Scholes pricing model prior to August 31, 2005) and the following
      assumptions: contractual terms of 5 years, an average risk-free interest rate
      of
      3.84%, a dividend yield of 0%, and volatility of 93.25%. The debt discount
      attributed to the value of the warrants issued is amortized over the Convertible
      Note’s maturity period (21 to 25 months) as interest expense.





The
      Company amortized the Convertible Note debt discount attributed to the
      beneficial conversion feature and the value of the attached warrants and
      recorded non-cash interest expense of $738,284 and $0 for the three months
      ended
      November 30, 2005 and 2004, respectively. The conversion of the $250,000 in
      face
      value of the convertible notes resulted in the write-off of the unamortized
      portion of the debt discount totaling $179,148 for the period ended November
      30,
      2005.





Aggregate
      maturities of senior convertible notes as of November 30, 2005 are as
      follows:





2006
            
            $
            -2007
            
            
            6,383,950Total
            
            $
            6,383,950




**NOTE
      F - CAPITAL STOCK**





The
      Company is authorized to issue 75,000,000 shares of common stock with $.001
      par
      value per share and 10,000,000 shares of preferred stock with $.001 par value
      per share. As of November 30, 2005 and August 31, 2005, the Company had
      14,255,694 and 13,320,992 shares of common stock issued and outstanding,
      respectively, and 350,000 and 350,000 shares of Series B Preferred Stock issued
      and outstanding, respectively.





During
      the three months ended November 30, 2005, the Company issued an aggregate of
      934,702 shares of common stock. Included in this total were a) 187,617 shares
      issued in conjunction with the conversion of $250,000 face value of the 6.4%
      convertible notes at a price of $1.3325 per share (Note E); b) 551,517 shares
      issued upon the exercise of $.85 warrants which provided $468,789 in proceeds
      including the amount reflected as common stock payable of $102,064 at August
      31,
      2005; c) 60,000 shares issued in conjunction with the settlement of a lawsuit
      that was accrued for at August 31, 2005; d) 1,436
      shares issued to ex-employees upon the exercise of stock options at $0.01 per
      share; the
      stock
      options were valued at the fair value of the Company’s common stock at the date
      the options were granted during prior periods; this
      provided the Company with $14 in proceeds ;
      e)
      11,562 shares issued upon the exercise of $1.00 warrants which provided $11,562
      in proceeds; f) 10,000 shares issued to a third party and valued at $1.30 per
      share for a total of $13,000; these costs are included in compensation expense
      and treated as compensation to one of the Company’s executive officers; and g)
      112,570 shares issued in conjunction with the acquisition, on November 28,
      2005,
      of Find.com; these were valued at $140,712 (Note B).





In
      December 2003, the Company's Board of Directors designated 2,251,407 shares
      of
      Series A Convertible Preferred Stock, par value $.001 per share (the "Series
      A
      Preferred Stock") and 350,000 shares of Series B Convertible Preferred Stock,
      par value $.001 per share (the "Series B Preferred Stock "). Both Series A
      Preferred Stock and Series B Preferred Stock have a liquidation preference
      which
      is senior to the Company's Common Stock. In December 2003, the Company approved
      a private placement offering of up to $3,000,000 of its authorized Series A
      Preferred Stock at $1.3325 per share. The Series A Preferred Stock was
      convertible into one share of the Company's common stock after a one-year period
      from the date of issuance.





The
      Series A Preferred Stock provided for a 4% annual cumulative dividend, that
      is
      payable when declared by the Company's Board of Directors and was payable in
      shares of the Series A Preferred Stock. In August 2005, pursuant to an exchange
      offer, the Company converted all of the previously issued and outstanding Series
      A Preferred Stock and accrued unpaid dividends into Common Stock. The issuance
      of common stock settled in full the cumulative preferred stock dividends; during
      the three months ended November 30, 2004, these dividends totaled
      $32,552.





The
      Series B Preferred Stock is convertible into common stock at the lesser of
      $1.75
      per share or 80% of the lowest bid price for the common stock in the 10 business
      days preceding the conversion but it cannot be less than 50% of the $1.75 or
      $.875. This results in the conversion of a maximum of 4,000,000 shares and
      a
      minimum of 2,000,000 shares of the Company's common stock. The Series B
      Preferred Stock holders also have an option to acquire additional common shares
      in an amount to permit the conversion rights plus this option to result in
      a
      total of 4,000,000 shares of the Company's common stock.




**NOTE
      G - STOCK OPTIONS AND WARRANTS**





Options





The
      following table summarizes the changes in options outstanding and the related
      prices for the shares of the Company’s common stock issued to employees,
      consultants and shareholders at November 30, 2005, after giving effect to 1:10
      reverse split in common stock in February, 2003:





Options
                Outstanding
            Options
                ExercisableWeightedAvera
            
            Weighted
            
            
            
            
            WeightedExercise
              Price
            
            Number
              Outstanding
            
            Contractual
                  Life(Years)
            
            
            Average
              Exercise
                Price
            
            Number
              Exercisable
            
            
            Average
              Exercise
                Price$
                .01 - $3.16
            
            8,273,745
            
            2.93
            
            $
            1.83
            
            4,442,082
            
            $
            1.67








Transactions
      involving the Company’s options issuance are summarized as follows:





Number
                of Shares
            
            Weighted
                Average Exercise PriceOutstanding
                at August 31, 2004
            
            
            1,065,927
            
            
            2.06Granted
            
            
            5,400,802
            
            
            2.03Exercised
            
            
            (235,970
            )
            
            .01Cancelled
            
            
            (429,335
            )
            
            2.88Outstanding
                at August 31, 2005
            
            
            5,801,424
            
            $
            2.03Granted
            
            
            2,673,757
            
            
            1.43Exercised
                (Note F)
            
            
            (1,436
            )
            
            .01Cancelled
            
            
            (200,000
            )
            
            2.33Outstanding
                at November 30, 2005
            
            
            8,273,745
            
            
            1.83





Warrants





The
      following table summarizes the changes in warrants outstanding and the related
      prices for the shares of the Company’s common stock issued to employees,
      consultants and shareholders at November 30, 2005 after giving effect to 1:10
      reverse split in common stock in February, 2003.





Warrants
                Outstanding
            Warrants
                ExercisableWeighted
                AverageContractual
                Life
            
            Weighted
                Average
            
            
            
            Weighted
                AverageExercise
                Price
            Number
                Outstanding
            
            (Years)
            
            Exercise
                Price
            
            Number
                Exercisable
            
            Exercise
                Price$.85
                - $7.81
            
            11,771,540
            
            
            2.07
            
            $
            1.20
            
            
            11,771,540
            
            $
            1.20$11.06
                - $11.88
            
            3,750
            
            
            (0.50
            )
            $
            11.06
            
            
            3,750
            
            $
            11.06$12.81
                - $15.00
            
            15,100
            
            
            (0.61
            )
            $
            15.00
            
            
            15,100
            
            $
            15.0011,790,390
            
            
            2.06
            
            $
            1.22
            
            
            11,790,390
            
            $
            1.22





Transactions
      involving the Company’s warrants issuance are summarized as
      follows:





Number
                of
              Shares
            
            Weighted
                Average Exercise PriceOutstanding
                at August 31, 2004
            
            
            4,746.997
            
            
            3.12Granted
            
            
            10,568,118
            
            
            1.23Exercised
            
            
            (461,300
            )
            
            0.89Cancelled
            
            
            (2,681,170
            )
            
            0.45Outstanding
                at August 31, 2005
            
            
            12,172,645
            
            $
            1.29Granted
            
            
            251,811
            
            
            1.04Exercised
                (Note F)
            
            
            (563,079
            )
            
            0.85Cancelled
            
            
            (70,987
            )
            
            11.50Outstanding
                at November 30, 2005
            
            
            11,790,390
            
            
            1.22





The
      Company used the Black-Scholes pricing model prior to August 31, 2005. Effective
      September 1, 2005, the Company adopted the binomial option price model. The
      weighted-average fair value of stock options and warrants granted to employees,
      consultants and shareholders during the three months ended November 30, 2005
      and
      2004 and the weighted-average significant assumptions used to determine those
      fair values are as follows:





2005
            
            
            2004Significant
                assumptions (weighted average):Risk
                free interest rate at grant date
            
            
            3.88
                - 6.31
            %
            
            1.78
            %Expected
                stock price volatility
            
            
            100.54
                - 103.06
            %
            
            24
            %Expected
                dividend payout
            
            
            -
            
            
            -Expected
                option life-years(a)
            
            
            2.5
                - 3.0
            
            
            4.0
                - 6.0




(a)The expected option/warrant life is based on contractual expiration
      dates.





During
      the three-month period ended November 30, 2005 and 2004, the Company charged
      to
      operations compensation expenses in connection with granting warrants in
      exchange for services rendered in the amount of $4,250 and $0, respectively.
      During the period ended November 30, 2005, the Company also granted 93,750
      warrants to the noteholders in connection with issuance of convertible notes
      (Note E). The Company recognized the value attributable to the warrants in
      the
      amount of $75,560 to additional paid-in capital and a discount against the
      Convertible Notes (Note E).








During
      the three-month period ended November 30, 2005, the Company issued an aggregate
      of 551,517 and 11,562 shares of common stock to convertible noteholders and
      Series A Preferred Stock shareholders in exchange for warrants exercised at
      $0.85 and $1.00 per share, respectively (Note F). The Company also issued 1,436
      shares of common stock t o
      ex-employees upon the exercise of stock options at $0.01 per share. The Company
      received $14 of proceeds and the
      stock
      options were valued at the fair value of the Company’s common stock at the date
      the options were granted during prior periods.





If
      the
      Company recognized compensation cost for the non-qualified employee stock option
      plan in accordance with SFAS No. 123, the Company’s pro forma net loss
      attributable to common stockholders and net loss per share would have been
      $(3,945,033) and $(0.30), respectively for the three months ended November
      30,
      2005 and $(1,403,063) and $(0.10), respectively for the three months ended
      November 30, 2004.





**NOTE
      H - RELATED PARTY TRANSACTIONS**





Other
      receivable-related parties at November 30, 2005 of $101,474 are payments made
      on
      behalf of The Tag Group, Inc. in anticipation of the purchase of substantially
      all of their assets. These payments to various vendors will be deducted from
      the
      purchase price paid to The Tag Group, Inc. at closing of the purchase
      transaction. At August 31, 2005, the balance was $81,090.





During
      the three months ended November 30, 2004, the Company provided services through
      its ecom subsidiary to a company owned by a former director of the Company.
      All
      of the revenue from these services is now included in the loss from discontinued
      operations. The amount of revenue included in this loss from discontinued
      operations is $112,900 from Cheapseats, Inc.





In
      November 2004 a series of transactions and agreements with two significant
      shareholders of the Company resulted in one of these shareholders assuming
      $1,250,000 of the Company’s bank debt. In exchange for this note assumption, the
      Company issued a $1,250,000 unsecured note to the shareholder which has a
      balance of $977,782 and $1,039,069 at November 30, 2005 and August 31, 2005,
      respectively. This note assumption transaction also provided for the Company
      to
      make a $400,000 loan to the shareholder which has a one-year term and is secured
      by approximately 1,100,000 shares of the Company’s common stock. The balance of
      this note receivable is $223,085 and $378,003 at November 30, 2005 and August
      31, 2005 respectively.





Jones
      Byrd & Attkisson, Inc. (“JBA”) has acted as placement agent for the
      Company’s Series A Preferred Stock and the 6.4% Senior Convertible Notes
      Payable. One of JBA’s principals is a director of the Company. In connection
      with such offerings, the Placement Agent received $7,500 in cash commissions
      and
      warrants to purchase 15,000 shares of the Company's Common Stock at cashless
      exercise prices of $1.00 during the three months ended November 30, 2005. JBA’s
      CFO is an investor in the Company’s 6.4% Senior Convertible Notes and joined the
      Company as its Chief Operating Officer in September, 2005.





One
      of
      the Company’s principal shareholders advanced funds in the form of an unsecured,
      non-interest bearing note to the Company for working capital purposes. As of
      November 30, 2005 and August 31, 2005, the amount due to the shareholder is
      $120,000. The Company shall repay the note with common stock at the rate of
      100,000 shares of common stock per $120,000 of advances. The Company is
      currently in default under the term of the note agreement.





**NOTE
      I - COMMITMENTS AND CONTINGENCIES**





Litigation





In
      April,
      2004, iGate, Inc. (“iGate”) filed a complaint against Gilbralter Publishing,
      Inc. (“Gilbralter”) and the Company in the U.S. District of the Eastern District
      of North Carolina, Southern Division, claiming that the Company was liable
      to
      iGate in the amount of approximately $725,000. iGate asserts that Gilbralter
      owed this sum to iGate and by virtue of an alleged fraudulent conveyance, iGate
      asserts that a fraudulent conveyance occurred when Gilbralter forgave $5,000,000
      in liabilities of a wholly-owned subsidiary of the Company which were guaranteed
      by the Company in exchange for the Company's issuing to Gilbralter shares of
      its
      Common Stock and warrants to purchase Common Stock. In May, 2004, default was
      entered against the Company. In November, 2004, the court vacated the default
      and granted the Company leave to answer to the complaint. The Company filed
      its
      answer and asserted affirmative defenses alleging absolute defenses to the
      claims of iGate. The Company believes it has meritorious defenses to iGate’s
      claim and intends to vigorously defend itself against the claim. Management
      believes the ultimate outcome of this matter will not have a material adverse
      effect on the Company's consolidated financial position or results of
      operations.





Edward
      Arthur Bohn vs. Terrence Jude Leifheit; E-Commerce Support Center, Inc.;
      Gibralter Publishing, Inc; Global Demand Publishing, Inc.; Sky Investments
      of
      Jacksonville, Inc.; Jan Kaster and Market Central, Inc.





Edward
      Bohn filed a Complaint in June, 2005 to initiate the above-captioned action,
      and
      obtained a Temporary Restraining Order on the same day. Subsequently, Edward
      Bohn modified the Temporary Restraining Order to limit its effort against the
      Company, to enjoin the Company from issuing its stock to Terrence Jude Leifheit.
      Subsequently, an Amended Complaint was filed by Edward Bohn to dismiss all
      counts against the Company and ecom, except for injunctive relief relating
      to
      the issuance of the Company’s stock. The Company has no liabilities asserted
      against either by Plaintiff or any of the Defendants. The Company believes
      it
      has meritorious defenses to the complaint and intends to vigorously defend
      itself against the claim.





In
      May,
      2005, the Company was notified by a software licensed monitoring group that
      it
      was not in compliance with certain computer software licensing agreements.
      The
      Company believes that it has meritorious defenses to the allegations and intends
      to vigorously defend itself against the claims. Management believes the ultimate
      outcome of this matter will not have a material adverse effect on the Company's
      consolidated financial position or results of operations.








The
      Company is subject to other legal proceedings and claims, which arise in the
      ordinary course of its business. Although occasional adverse decisions or
      settlements may occur, the Company believes that the final disposition of such
      matters should not have a material adverse effect on its financial position,
      results of operations or liquidity.





Securities
      Law Issue





The
      Company determined that the 6.4% Senior Convertible Notes and Warrants that
      the
      Company issued to investors may not have been exempt from the registration
      requirements under the Securities Act of 1933 or from the registration or
      qualification requirements under the securities laws of certain states.
      Consequently, the issuance of the Notes and Warrants may not have complied
      with
      the Securities Act of 1933 and the state securities laws of the states of
      Alabama, Georgia, Maryland, Mississippi, New Jersey, North Carolina, Ohio,
      South
      Carolina, Utah and Virginia. The Company may be subject to claims by federal
      and
      state regulators for any such violations. In addition, if any purchaser of
      the
      Company's Senior Convertible Notes were to prevail in a suit resulting from
      a
      violation of federal or applicable state securities laws, the Company could
      be
      liable to return the amount paid for such securities with interest thereon,
      less
      the amount of any income received thereon, upon tender of such securities,
      or
      for damages if the purchaser no longer owns the securities. As of the date
      of
      these financial statements, the Company is not aware of any alleged specific
      violation or the likelihood of any claim. There can be no assurance that
      litigation asserting such claims will not be initiated, or that the Company
      would prevail in any such litigation. The Company has elected to conduct a
      rescission offer to address these potential securities laws compliance issues
      by
      allowing the holders of the Notes and Warrants to rescind the purchase of such
      securities and sell those securities back to the Company if they so
      desire.





The
      Company is unable to predict the extent of its ultimate liability with respect
      to any and all future securities matters. The costs and other effects of any
      future litigation, government investigations, legal and administrative cases
      and
      proceedings, settlements, judgments and investigations, claims and changes
      in
      this matter could have a material adverse effect on the Company's financial
      condition and operating results.





**NOTE
      J - INTANGIBLE ASSETS**





The
      Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets, whereby
      the Company periodically tests its intangible assets for impairment. On an
      annual basis, and when there is reason to suspect that their values have been
      diminished or impaired, these assets are tested for impairment, and write-downs
      will be included in results from operations. The estimate of fair value of
      the
      intangible assets acquired was based on management’s estimates.





Total
      identifiable intangible assets acquired and their carrying values at August
      31,
      2005 are:





Gross
                Carrying Amount
            
            
            Accumulated
                Amortization
            
            
            Net
                Carrying Amount
            
            
            Residual
                Value
            
            
            Weighted
                Average Amortization Period (Years)Amortized
                Identifiable Intangible Assets:Patents
            
            $
            97,218
            
            $
            (64,880
            )
            $
            32,338
            
            $
            -
            
            
            3.0Total
              Amortized Identifiable Intangible Assets
            
            $
            97,218
            
            $
            (64,880
            )
            $
            32,338
            
            $
            -
            
            
            3.0





On
      November 28, 2005, the Company entered into a transaction whereby in exchange
      for 49% of Tigo Search, Inc. and $250,000 in cash, issuance of a promissory
      note
      in the amount of $100,000 (Note D) and 112,570 shares of the Company’s common
      stock, valued at $140,713 (Note F), the Find.com URL and certain other related
      intangible assets would be owned by the Company’s majority-owned subsidiary,
      Tigo Search, Inc. The Find.com URL acquired is determined to have an estimated
      useful life of five years. The Company will amortize the acquired intangible
      assets on a straight-line basis over the estimated useful lives of the assets.





Total
      identifiable intangible assets acquired and their carrying values at November
      30, 2005 are:





Gross
                Carrying Amount
            
            
            Accumulated
                Amortization
            
            
            Net
                Carrying Amount
            
            
            Residual
                Value
            
            
            Weighted
                  Average Amortization Period (Years)Amortized
                Identifiable Intangible AssetsPatents
                and Trademarks
            
            $
            97,218
            
            $
            (72,890
            )
            $
            24,328
            
            $
            -
            
            
            3.0Domain
                name and other intangibles
            
            
            490,713
            
            
            
            
            
            490,713
            
            
            -
            
            
            5.0Total
                Amortized Identifiable Intangible Assets
            
            $
            587,931
            
            $
            (72,890
            )
            $
            515,041
            
            $
            -





Estimated
      amortization expense as of November 30, 2005 is as follows:







2006
              
              $
              122,4712007
              
              
              98,1432008
              
              
              98,1432009
              
              
              98,1432010
                and after
              
              
              98,141Total
              
              $
              515,041








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





**Overview**





Market
      Central, Inc. (the "Company") has one wholly-owned subsidiary, Convey Systems
      International, Inc. and one majority-owned subsidiary, Tigo Software, Inc.
      The
      ecom subsidiary's activities have been reflected as discontinued operations
      in
      the accompanying financial statements. Convey Systems International, Inc. is
      essentially inactive at this time.





The
      Company's on-going operations are conducted within Market Central, Inc. Market
      Central, Inc. will be changing its name, with appropriate shareholder approval,
      to Scientigo, Inc. This change is expected to be effective in January, 2006.





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. As with any new
      venture, concerns must be considered in light of the normal problems, expenses
      and complications encountered by entrance into established markets and the
      competitive environment in which the Company operates. 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.





**COMPARISON
      OF THE THREE MONTHS ENDED NOVEMBER 30, 2005 TO THE THREE MONTHS ENDED NOVEMBER
      30, 2004**





Revenues
      from continuing operations for the three months ended November 30, 2005 and
      2004, respectively, were $1,517 and $1,770, respectively. These sales relate
      to
      the Company’s software products and the related sales of certain preliminary
      licenses and “proof of concept” work for clients. Increases or decreases from
      the prior period are not meaningful at this level of activity. Cost of sales
      for
      this level of activity is not significant or particularly meaningful due to
      the
      lack of traditional direct costs. The Company's new focus to exploit its
      intellectual property and related software products began within the last nine
      months with sales as of November 30, 2005 being minimal.





Operating
      expenses were $1,551,632 and $898,660 during the three-month periods ended
      November 30, 2005 and 2004, respectively. The increase in operating expenses
      from 2004 to 2005 is $652,972, and relates to a net increase in expenses in
      2005
      related to salaries, legal and other costs associated with the Company’s
      shifting focus from call center-oriented business to software and related
      intellectual property. The growth in salaries was $210,562 from 2004 to 2005
      and
      was a result of the Company's recruitment of management and marketing personnel,
      field engineers and additional development staff needed to exploit its market
      opportunity. Legal fees also increased to $484,932 from $118,890 in the three
      months ended November 30, 2005 and 2004 respectively, due to significant legal
      work related to the Company’s registration statement on Form S-4/SB-2, fees
      related to the Find.com transaction, proxy work related to the annual meeting
      and other general intellectual property work. Depreciation and amortization
      were
      $17,028 and $11,431 for the three month periods ended November 30, 2005 and
      2004, respectively. This expense includes $8,010 of amortization expenses
      related to the Company's patent portfolio during both periods shown.





Interest
      expense increased significantly from $27,552 to $1,078,504 during the three
      months ended November 30, 2005 as compared to the three months ended November
      30, 2004. This increase of $1,050,952 is attributable to the Company's 6.4%
      Convertible Notes. Interest paid on these notes was $104,785 and $-0- for the
      three months ended November 30, 2005 and 2004, respectively. These notes were
      sold at a 20% discount from face value, which due to the terms permitting the
      holders to convert these notes into common stock immediately, results in the
      entire discount of $37,500 for sales during the three months ended November
      30,
      2005 being expensed as interest expense. In addition, the conversion price
      and
      the warrants issued with the Notes resulted in a discount due to beneficial
      conversion which resulted in an interest charge of $738,284 and $-0- being
      expensed in the three months ended November 30, 2005 and 2004, respectively.
      During the three months ended November 30, 2005, the write off of the
      unamortized debt discount relating to the conversion of $250,000 in convertible
      notes resulted in an additional $179,147 charge to interest expense.








Other
      income of $59,861 and $-0- for the three months ended November 30, 2005 and
      2004, respectively, relates entirely to the $400,000 loan to a shareholder
      and
      related loan interest and costs that are being amortized over the one-year
      life
      of the loan.




**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company is not currently generating positive cash flow, but with the unexercised
      warrants related to the 6.4% Convertible Notes and those issued in conjunction
      with the exchange and conversion of the Series A Preferred shares in August
      2005, a capital structure and mechanisms are in place to provide sufficient
      capital for the Company’s long-term needs. Exercise of these warrants can not be
      assured, but the Company expects that these will be the primary source of its
      capital needs. During the three months ended November 30, 2005, the Company’s
      cash declined $1,103,251 primarily as a result of operating losses and the
      $250,000 payment made in conjunction with the Find.com acquisition.





The
      Company's principal cash requirements are for selling, general and
      administrative expenses, employee costs and capital expenditures. Cash used
      in
      operating activities was $1,426,219 for the three months ended November 30,
      2005. This primarily was as a result of operating losses, caused by the revenue
      levels that are at less than a breakeven volume. Increasing revenues or further
      cost cutting will be required in the future. The Company invested cash of
      $298,964 in the Find.com URL purchase and computers and furniture during this
      period. The Company met its cash requirements during the three months ended
      November 30, 2005 mainly through the use of its cash on hand, receipt of
      $378,301 in warrants and options proceeds, $150,000 in proceeds, net of costs
      and fees, from its sale of 6.4% Convertible Notes, and $93,631 of note
      collections, net of note repayments, to a related party. While the Company
      has
      continued to raise capital to meet its working capital requirements, additional
      financing is required in order to meet future needs. There are no assurances
      the
      Company will be successful in raising the funds required and any equity raised
      would be dilutive to existing shareholders.





The
      Company’s rescission and exchange offer relating to its 6.4% Convertible Notes
      is expected to begin during the second quarter of the Company’s fiscal year.
      Successful completion of this offer with minimal rescission requests is critical
      to the Company’s current plans. If rescission requests exceed a minimal amount,
      additional funding mechanisms will be necessary in the relative short
      term.





**INFLATION**





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





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.








**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, investors 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**





Evaluation
      of Disclosure Controls and Procedures: As of May 31, 2005, the Company's
      management carried out an evaluation, under the supervision of the Company's
      Chief Executive Officer and the Chief Financial Officer, of the effectiveness
      of
      the design and operation of the Company's system of disclosure controls and
      procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and
      15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that the Company's
      disclosure controls and procedures were effective, as of the date of their
      evaluation, for the purposes of recording, processing, summarizing and timely
      reporting material information required to be disclosed in reports filed by
      the
      Company under the Securities Exchange Act of 1934.





Changes
      in internal controls: There were no changes in internal controls over financial
      reporting, known to the Chief Executive Officer or Chief Financial Officer,
      that
      occurred during the period covered by this report that has materially affected,
      or is likely to materially affect, the Company's internal control over financial
      reporting.










**PART
      II**





**ITEM
      1. LEGAL PROCEEDINGS**





None





**ITEM
      2. UNREGISTERED SALES OF EQUITY****SECURITIES
      AND USE OF PROCEEDS**





(a)
      In
      September 2005, we completed the sale of $6,663,950 principal amount of our
      2005
      6.4% Senior Convertible Notes and 3,331,975 Warrants to Purchase Common Stock
      at
      $1.00 per share. During the three months ended November 30, 2005, we sold
      $187,500 principal amount of these notes and issued 93,750 warrants. In
      connection with such issuances, commissions were paid to the Placement Agent
      in
      the amount of $7,500 and issuance of 15,000 warrants to purchase Common Stock
      at
      $1.00 per share on a net basis.





Since
      August 31, 2005, we issued the following unregistered shares:




·
              551,517
                  shares of common stock issued upon the exercise of warrants issued
                  in
                  conjunction with the Series A Preferred Stock exchange offer described
                  above. Such restricted shares were issued pursuant to Section 4(2)
                  of the
                  Securities Act.
 ·
              11,562
                  shares of common stock issued upon the exercise of warrants issued
                  in
                  conjunction with the issuance of our 6.4% Senior Convertible Notes
                  described above. Such restricted shares were issued pursuant to
                  Section
                  4(2) of the Securities Act.
 ·
              112,570
                  shares of common stock issued to Find SVP in conjunction with our
                  purchase
                  of the Find.com URL and assets. Such restricted shares were issued
                  pursuant to Section 4(2) of the Securities
                  Act.
 ·
              10,000
                  shares of common stock issued to a creditor of a company officer
                  (constituting compensation to the officer). Such restricted shares
                  were
                  issued pursuant to Section 4(2) of the Securities
                  Act.
 ·
              60,000
                  shares issued in conjunction with a lawsuit settlement. Such shares
                  were
                  issued pursuant to Section 4(2) of the Securities
                  Act.
 ·
              187,617
                  shares issued upon the conversion of our 6.4% Convertible Notes
                  into
                  common stock. Such shares were issued pursuant to Section 3(a)(9)
                  of the
                  Securities Act.


(b)
      None





(c)
      The
      following table provides information about purchases by us and our affiliated
      purchasers during the quarter ended November 30, 2005 of equity securities
      that
      are registered by us pursuant to Section 12 of the Securities Exchange Act
      of
      1934:




ISSUER
                PURCHASES OF EQUITY
                SECURITIESPeriod
            
            
            (a)
            
            
            (b)
            
            
            (c)
            
            
            (d)Total
                Number of Shares (or
                Units)Purchased)
            
            
            Average
                Price
                Paid
                  per Share
                  (or
                    Unit)
            
            
            Total
                Number of Shares (or Units) Purchased
              as
                Part ofPublicly
                Announced Plans orPrograms
                (1)
            
            
            Maximum
                Number (or Approximate Dollar Value)of Shares (or Units)
                that May Yet Be Purchased Under the Plans
                or Programs (1)9/01/05-9/30/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            010/01/05-10/31/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            011/01/05-11/30/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            0











**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





(a)
      None





**ITEM
      5. OTHER INFORMATION**





None





**ITEM
      6. EXHIBITS**





(a)
      Exhibits





31.1
      Certification of Doyal G. Bryant pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 (filed herewith).





31.2
      Certification of Clifford A. Clark pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 (filed herewith).





32.1
      Certification of Doyal G. Bryant pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (filed herewith).





32.2
      Certification of Clifford A. Clark pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (filed herewith) .





**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:       January 16, 2006*
            *By: /s/ Doyal G.
              Bryant**Doyal
                G. Bryant**President**Date:      
              January 16, 2006*
            *By: /s/ Clifford A.
              Clark**Clifford A. Clark**Chief Financial
              Officer*