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, 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                               59-3562953
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               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 [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, 2003: 13,268,969 shares

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

<PAGE>


                                     PART I.

ITEM 1. FINANCIAL STATEMENTS

The following  unaudited  Condensed  Consolidated  Financial  Statements for the
three months ended November 30, 2003 and November 30, 2002 have been prepared by
Market Central, Inc. a Delaware corporation.



<PAGE>



                              MARKET CENTRAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          NOVEMBER 30, 2003     AUGUST 31, 2003
                                                          -----------------     ---------------
                                                            (Unaudited)             (Audited)
ASSETS
Current Assets:
<S>                                                         <C>                   <C>
     Cash and cash equivalents                              $    206,130          $    337,953
     Accounts receivable, net                                  2,023,813             1,905,316
     Due from related parties                                    565,823               362,673
     Inventory                                                    30,045                 9,678
     Costs in excess of billings                                  57,870                50,446
     Prepaid expenses and other current assets                   308,558                66,013
                                                            ------------          ------------
         Total Current Assets                                  3,192,239             2,732,079

Furniture and fixtures                                         1,022,344             1,010,228
Computers and software                                         2,050,870             2,059,445
Leasehold improvements                                         1,227,905             1,227,905
Accumulated depreciation                                      (3,043,514)           (2,778,725)
                                                            ------------          ------------
         Property and equipment, net                           1,257,605             1,518,853

Other assets:
    Deposits                                                      77,442                77,442
    Patents and trademarks                                        97,319                97,319
    Other                                                            425                   425
    Goodwill                                                   4,807,053             4,807,053
                                                            ------------          ------------
              Total other assets                               4,982,239             4,982,239
Total assets                                                $  9,432,083          $  9,233,171
                                                            ============          ============
LIABILITIES AND DEFICIENCY IN
STOCKHOLDERS' EQUITY
Current Liabilities:
      Cash disbursed in excess of available funds           $         --          $    111,581
      Accounts payable and accrued liabilities                 7,521,114             7,522,282
      Deferred revenue                                           210,025               432,448
    Notes payable to related parties (Note C and F)            1,034,724               428,696
    Notes payable, current portion (Note C)                    3,020,535             2,097,761
      Current portion of capital lease obligations               642,370               691,606
                                                            ------------          ------------
                  Total current liabilities                   12,428,767            11,284,374

Notes payable, long-term portion (Note C)                        189,575               288,816
Capital lease obligations, long-term portion                      91,053               113,439
                                                            ------------          ------------
                  Total long-term liabilities                    280,628               402,255
Total liabilities                                             12,709,395            11,686,629

COMMITMENTS AND CONTINGENCIES                                         --                    --

DEFICIENCY IN STOCKHOLDERS' EQUITY
         Common stock                                             13,269                13,269
         Additional paid-in capital                           21,880,013            21,876,847
         Accumulated deficit                                 (25,170,594)          (24,343,574)
                                                            ------------          ------------
      Total deficiency in stockholders' equity                (3,277,312)           (2,453,458)
                                                            ------------          ------------
                                                            $  9,432,083          $  9,233,171
                                                            ============          ============
</TABLE>

 See accompanying notes to unaudited condensed consolidated financial statements



                                       3
<PAGE>


                              MARKET CENTRAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                        FOR THE THREE MONTHS ENDED
                                                                NOVEMBER 30,
                                                         2003                  2002
                                                     ------------          ------------
<S>                                                  <C>                   <C>
Revenues, net                                        $  3,647,033          $  2,475,050

Cost of Revenues                                        2,469,036             1,426,876
                                                     ------------          ------------

Gross Profit                                            1,177,997             1,048,174

Selling, general and administrative expenses            1,605,944               776,798
Depreciation and amortization                             264,789               248,454
                                                     ------------          ------------

Total operating expense                                 1,870,733             1,025,252
Income (loss) from operations                            (692,736)               22,922

    Other income (expense):
         Interest expense                                (134,284)             (151,514)
                                                     ------------          ------------

Loss from operations, before
   income taxes                                          (827,020)             (128,592)
Income (taxes) benefits                                        --                    --
                                                     ------------          ------------


Net loss                                                 (827,020)             (128,592)

Cumulative convertible preferred
         stock dividend requirement                            --               (10,200)
                                                     ------------          ------------


Net loss attributable to common stockholders         $   (827,020)         $   (138,792)
                                                     ============          ============
Weighted average common shares outstanding:
                  Basic                                13,268,969             1,670,935
                  Diluted                              13,268,969             1,670,935

Earnings (loss) per share:
                  Basic                              $       (.06)         $       (.08)
                  Diluted                            $       (.06)         $       (.08)
</TABLE>


 See accompanying notes to unaudited condensed consolidated financial statements





                                       4
<PAGE>

                              MARKET CENTRAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                FOR THE THREE MONTHS ENDED
                                                                        NOVEMBER 30,
                                                                  2003                 2002
                                                              -----------          -----------
<S>                                                           <C>                  <C>
Cash flows used in operating activities                       $(1,486,222)         $   (99,405)

Cash flows provided by (used in) investing activities              (3,541)             (12,671)

Cash flows provided by financing activities                     1,357,939              284,119
                                                              -----------          -----------

Net increase (decrease) in cash and
   cash equivalents                                              (131,824)             172,043

Cash and cash equivalents at beginning of period                  337,953                   --
                                                                                   -----------

Cash and cash equivalents at end of period                    $   206,129          $   172,043
                                                              ===========          ===========

Supplemental Cash Flow Information:
         Cash paid for interest                               $   117,584          $   151,514

Non cash investing and financing activities:
         Accrual of preferred stock dividend                           --               10,200
Stock options issued in exchange for
           services rendered                                        3,166                   --
</TABLE>

 See accompanying notes to unaudited condensed consolidated financial statements


                                       5
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying  unaudited 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  ended
November  30, 2003 are not  necessarily  indicative  of the results  that may be
expected  for the  year  ended  August  31,  2004.  The  unaudited  consolidated
financial  statements should be read in conjunction with the consolidated August
31, 2003 financial  statements and footnotes  thereto  included in the Company's
SEC Form 10-KSB.

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").   ecom  provides  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,  ecom and  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   during  the  quarter  ended  November  30,  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.

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 charge 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, 2003 and for the
subsequent periods.



                                       6
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

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 model assumptions are presented in
Note E):

<TABLE>
<CAPTION>
                                                                                For the three month ended
                                                                                        November 30,
                                                                                  2003               2002
                                                                               ---------          ---------
<S>                                                                            <C>                <C>
Net loss - as reported                                                         $(827,020)         $(128,592)
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)                                     (11,663)              (207)
                                                                               ---------          ---------
Net loss - Pro Forma                                                           $(838,683)         $(128,799)
Net loss attributable to common stockholders - Pro forma                       $(838,683)         $(138,999)
Basic (and assuming dilution) loss per share - as reported                     $   (0.06)         $   (0.08)
Basic (and assuming dilution) loss per share - Pro forma                       $   (0.06)         $   (0.08)
</TABLE>


Reclassification

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

New Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT  PENSIONS  AND  OTHER  POSTRETIREMENT  BENEFITS  - AN  AMENDMENT  OF  FASB
STATEMENTS  NO.  87,  88,  AND  106.  This  statement   retains  the  disclosure
requirements  contained in FASB statement no. 132, Employers'  Disclosures about
Pensions  and Other  Postretirement  Benefits,  which it  replaces.  It requires
additional  disclosures to those in the original statement 132 about the assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension  plans and other  defined  benefit  postretirement  plans.  The required
information  should  be  provided  separately  for  pension  plans and for other
postretirement  benefit  plans.  The  revision  applies for the first  fiscal or
annual interim period ending after December 15, 2003 for domestic  pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans.  The adoption of this  statement will not have a material
impact on the Company's results of operations or financial positions.

NOTE B - BUSINESS COMBINATIONS


U.S. Convergion, Inc.


On April 3, 2003, the Company acquired all of the issued and outstanding  common
shares of U.S. Convergion, Inc. ("Convergion"), through an Agreement and Plan of
Exchange  ("Agreement").   Pursuant  to  the  Agreement,  the  Company  acquired
Convergion,  in  exchange  for  $671,899  consisting  of  374,630  shares of the
Company's  restricted  common  stock in a  transaction  accounted  for using the
purchase method of accounting.



                                       7
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE B - BUSINESS COMBINATIONS (Contineud)


U.S. Convergion, Inc. (Contineud)


The following summarizes the acquisition of Convergion:

Assets acquired                                              $ 2,588,152
Liabilities assumed                                           (5,817,256)
Goodwill                                                       4,062,003
Acquisition costs                                               (161,000)
                                                           -------------
                                                             $  (671,899)

The Company  valued the common stock issued to the  Convergion  shareholders  at
$1.79 per share, which approximated the fair value of the Company's common stock
at the date of acquisition.  The Company has recorded the carryover basis of the
net assets acquired,  which did not differ  materially from their fair value and
its operating results have been included in the Company's consolidated financial
statements since the date of purchase.

Pliant Technologies, Inc.


In July 2003, the Company acquired certain assets from Pliant Technologies, Inc.
("Pliant")  in  a  transaction  accounted  for  using  the  purchase  method  of
accounting.


The following summarizes the asset purchase agreement with Pliant:

Assets acquired                                         $ 128,358
Liabilities assumed                                      (872,408)
Goodwill                                                  745,050
                                                        ---------
Cash paid                                               $  (1,000)
                                                        =========

The Company has recorded the carryover basis of the net assets  acquired,  which
did not differ  materially from their fair value and its operating  results have
been included in the Company's  consolidated financial statements since the date
of purchase.


Pursuant to a separate agreement between the Company and the holders of Pliant's
previously incurred debt assumed by the Company, the Company issued an aggregate
of 228,351  shares of its  restricted  common  stock and warrants to purchase an
aggregate of 182,681  shares of its common  stock in exchange for the  discharge
and  cancellation  of  $830,150 of assumed  liabilities.  The  remaining  amount
($42,258) of the assumed debt  remains  outstanding  and is secured by a lien on
the purchased assets.


The unaudited pro-forma combined historical results, as if Convergion and Pliant
had been acquired on September 1, 2002, are estimated to be:

<TABLE>
<CAPTION>
                                                       For the Three Months Ended
                                                               November 30,
                                                         2003                 2002
                                                     -----------          -----------
<S>                                                  <C>                  <C>
Revenues                                             $ 3,647,036          $ 7,040,722
Net loss attributable to common shareholders         $  (823,854)         $(1,437,779)
Loss per share:
      Basic and diluted                              $      (.06)         $      (.86)
</TABLE>

The unaudited  proforma  information has been prepared for comparative  purposes
only and do not purport to be  indicative  of what would have  occurred  had the
acquisition actually been made at such a date, nor is it necessarily  indicative
of future operating results.


                                       8
<PAGE>


                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE C - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

Notes payable at November 30, 2003 and August 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                                                                         November 30,          August 31,
                                                                                             2003                 2003
                                                                                         -----------          -----------
<S>                                                                                      <C>                  <C>
Note payable in monthly  installments  of $33,333  including  interest at 6% per
annum; maturity date is in March 2005; collateralized by 500,000 shares held
by a major stockholder and personal guarantees by two stockholders                       $   536,770          $   628,045
Note payable in monthly installments of $1,919 including interest at 7.34%
per annum; unsecured; maturity date is in May 2005                                            36,733               40,787
Note payable in monthly installments of $2,813 including interest at 6% per
annum; unsecured; maturity date is in February 2005                                           43,134               48,298
Note payable in weekly installments of $17,500, including interest at 4.15%
per annum; unsecured; maturity date is in April 2003; the Company is
currently in default under the terms of the note agreement                                   238,481              238,481
Note payable to Bank in monthly installments of interest only at LIBOR daily
floating rate; maturity date is February 9, 2004; collateralized by Company
furniture and equipment                                                                    1,250,000            1,000,000
Note payable on demand to a related party, interest payable at 6% per annum
on repayment date; unsecured. (Note F)                                                       574,724              275,954
Note payable on demand to a related party, interest payable at 6% per annum
on repayment date; unsecured. (Note F)                                                       340,000               32,742
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. (Note F)                                                                       120,000              120,000
Note payable to Bank in monthly payments; interest rate is at bank's prime
lending rate plus 4.5%, secured by Company accounts receivable                                    --              389,833
Note payable revolving agreement secured by accounts receivable with interest
payable monthly at approximately 16%, maximum borrowing capacity of $2,000,000             1,063,859                   --
Note payable; liabilities assumed pursuant to Assets Purchase Agreement with
Pliant (see Note B); interest payable at 12% per annum, interest due and
principal due in March 2004; unsecured                                                        41,133               41,133
                                                                                         -----------          -----------
                                                                                           4,244,834            2,815,273
Less: current portion                                                                     (4,055,259)          (2,526,457)
                                                                                         -----------          -----------
                                                                                         $   189,575          $   288,816
                                                                                         ===========          ===========
</TABLE>


Aggregate maturities of notes payable as of November 30, 2003 are as follows:

         Year                                                    Amount
         ----                                                  ----------
         2004                                                  $4,055,259
         2005                                                     189,575
                                                               ----------
         Total                                                 $4,244,834
                                                               ==========

NOTE D - 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.  In July 2001,  the Board of  Directors  designated  1,800,000
shares as 8%  Cumulative  Convertible  Series C  Preferred  Stock and  1,050,000
shares as 8% Cumulative  Convertible Series D Preferred 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.



                                       9
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE D - CAPITAL STOCK (Continued)


As of November  30,  2003,  the Company has  13,268,969  shares of common  stock
issued  and  outstanding.  No  preferred  stock was issued  and  outstanding  at
November 30, 2003.


NOTE E - 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, 2003,  after giving effect to 1:10
reverse split in common stock in February 2003:

<TABLE>
<CAPTION>
                                Options Outstanding                                       Options Exercisable
                                -------------------                                       -------------------
                                           Weighted Average
                           Number          Contractual Life     Weighted Average       Number       Weighted Average
   Exercise Price        Outstanding           (Years)           Exercise Price      Exercisable     Exercise Price
   --------------        -----------           -------           --------------      -----------     --------------
<S>                        <C>                      <C>              <C>               <C>               <C>
$ 2.00 - $ 2.98            201,000                  3.00             $  2.45           75,667            $  2.48
$ 7.00 - $ 9.50             20,000                  1.10             $  8.25           20,000            $  8.25
$10.25 - $11.40             68,335                  1.17             $ 10.26           68,335            $ 10.26
$15.60 - $25.00              6,375                  0.10             $ 25.00            6,375            $ 25.00
                          --------                  ----             -------            -----            -------
                           295,710                  1.67             $  5.13          170,377            $  7.12
                          ========                  ====             =======          =======            =======
</TABLE>

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

                                           Number         Weighted Average
                                         of shares          Exercise Price
                                         ---------          --------------
Outstanding at August 31, 2001            210,693               $11.60
Granted                                    16,000                  .10
Exercised                                      --                   --
Cancelled                                 (18,950)               24.80
                                         --------               ------
Outstanding at August 31, 2002            207,743                 9.00
                                         ========               ======
Granted                                   185,000                 2.30
Exercised                                      --                   --
Cancelled                                 (90,533)                3.66
                                         --------               ------
Outstanding at August 31, 2003            302,210               $ 5.22
                                         ========               ======
Granted                                        --                   --
Exercised                                      --                   --
Cancelled                                  (6,500)                4.11
                                         --------               ------
Outstanding at November 30, 2003          295,710               $ 5.13
                                         ========               ======

The weighted-average  fair value of stock options granted to shareholders during
the  periods  ended  November  30,  2003  and  2002  and  the   weighted-average
significant   assumptions   used  to  determine  those  fair  values,   using  a
Black-Scholes option pricing model are as follows:

                                                      2003               2002
                                                      ----               ----
Significant assumptions (weighted-average):
Risk-free interest rate at grant date                    1.01%             1.28%
Expected stock price volatility                            38%               38%
Expected dividend payout                                     -                 -
Expected option life-years (a)                      3.0 to 4.0        3.0 to 4.0

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





                                       10
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE E - STOCK OPTIONS AND WARRANTS (Continued)

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, 2003 after giving effect to 1:10
reverse split in common stock in February 2003.

<TABLE>
<CAPTION>
                              Warrants Outstanding                                      Warrants Exercisable
                              --------------------                                      --------------------
                                          Weighted Average
                           Number         Contractual Life   Weighted Average                       Weighted Average
Exercise Prices:         Outstanding          (Years)         Exercise Price    Number Exercisable   Exercise Price
----------------         -----------          -------         --------------    ------------------   --------------
<S>                       <C>                      <C>              <C>              <C>                  <C>
$ 2.20 - $ 7.81           3,905,892                3.90             $ 2.79           3,905,892            $  2.79
$10.00 - $11.88             163,183                1.32             $11.26             163,183            $ 11.26
$12.81 - $17.50              21,350                1.97             $15.13              21,350            $ 15.13
$25.00 - $33.75              32,851                0.60             $27.86              32,851            $ 28.14
                          ---------                ----             ------           ---------            -------
                          4,123,276                3.76             $ 3.39           4,123,276            $  3.39
                          =========                ====             ======           =========            =======
</TABLE>

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

                                           Number       Weighted Average
                                         of shares       Exercise Price
                                         ---------       --------------

Outstanding at August 31, 2001              868,056          $25.60
Granted                                          --            0.00
Exercised                                        --            0.00
Cancelled                                  (265,622)          12.50
                                         ----------          ------
Outstanding at August 31, 2002              602,434          $17.00
                                         ==========          ======
Granted                                   3,891,014            2.83
Exercised                                        --              --
Cancelled                                  (358,272)           7.94
                                         ----------          ------
Outstanding at August 31, 2003            4,135,176          $ 3.43
                                         ==========          ======
Granted                                          --              --
Exercised                                        --              --
Cancelled                                   (11,900)          19.24
                                         ----------          ------
Outstanding at November 30, 2003          4,123,276          $ 3.39
                                         ==========          ======

The weighted-average fair value of stock warrants granted to shareholders during
the  periods  ended  November  30,  2003  and  2002  and  the   weighted-average
significant   assumptions   used  to  determine  those  fair  values,   using  a
Black-Scholes option pricing model are as follows:

                                                     2003              2002
                                                     ----              ----
Significant assumptions (weighted-average):
Risk-free interest rate at grant date                 1.01%              1.28%
Expected stock price volatility                         38%                38%
Expected dividend payout                                  -                  -
Expected warrant life-years (a)                  3.0 to 4.0         3.0 to 4.0

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



                                       11
<PAGE>


                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE E - STOCK OPTIONS AND WARRANTS (Continued)

If the Company recognized  compensation cost for the non-qualified  stock option
and warrant plan in  accordance  with SFAS No. 123, the  Company's pro forma net
loss and net loss per share  would  have  been  $838,683  and  $(.06) in for the
period  ended  November  30, 2003 and  $128,799  and $(.08) for the period ended
November 30, 2002,  respectively.  The estimated value of the options granted to
consultants was in lieu of cash compensation for services performed.  The amount
of the expense  charged to  operations  in  connection  with  granting the stock
options and warrants was $3,166 and $0 during the period ended November 30, 2003
and 2002, respectively.

NOTE F - RELATED PARTY TRANSACTIONS

During the three month  periods  ended  November 30, 2003 and 2002,  the Company
recognized $409,546 and $1,071,375 of sales in connection with services provided
Gibraltar  Publishing,  Inc.,  ("Gibraltar")  representing  11%  and  43% of the
Company's  sales  for the  three  months  ended  November  30,  2003  and  2002,
respectively.  Gibraltar  was indebted to the Company for services in the amount
of $295,679 (net of allowance  for doubtful  account of $60,000) and $592,208 at
November  30, 2003 and 2002,  respectively.  An  individual  that is an officer,
director and significant shareholder of the Company owns Gibraltar.

The Company also provides services to J&C Nationwide, Inc. and Cheapseats, Inc.,
companies  owned by a director and significant  shareholder of the Company.  The
Company  recognized  $215,108 of sales in connection with services  provided J&C
Nationwide,  Inc. and Cheapseats,  Inc.,  representing 6% of the Company's sales
for the three month period ended  November 30, 2003.  J&C  Nationwide,  Inc. and
Cheapseats,  Inc.  were  indebted to the  Company for  services in the amount of
$270,144 at November 30, 2003.

During the three month period ended  November  30,  2003,  two of the  Company's
principal  shareholders  advanced funds in the form of unsecured notes, interest
payable at 6% per annum,  to the  Company for working  capital  purposes.  As of
November  30, 2003,  the amount due to the  shareholders  is $914,724  (Note C).
Additionally,  a Company principal  shareholder advanced funds in the form of an
unsecured,  non-interest  bearing  note  to  the  Company  for  working  capital
purposes. As of November 30, 2003, the amount due to the shareholder is $120,000
(Note C). The  Company  shall  repay the note with  common  stock at the rate of
100,000 shares of common stock per $120,000 of advances.

NOTE G - SEGMENT INFORMATION

The  Company's  two  reportable   segments  are  managed   separately  based  on
fundamental  differences in their operations.  During 2003 and the first quarter
of 2004, the Company operated in the following two reportable segments:

         o        Outsourced contact center solutions and Customer  Relationship
                  Management (CRM) services to customers primarily in the United
                  States of America.

         o        Systems  design,  integration,  sales and  service of internal
                  contact  centers and  reselling  MicroSoft's  MS CRM  solution
                  primarily in the United States of America.


During 2002, the Company's sole reportable  business  segment was the outsourced
contact center solutions and CRM services

Segment operating income is total segment revenue reduced by operating  expenses
identifiable  with the business  segment.  Corporate  includes general corporate
administrative costs.

The Company evaluates  performance and allocates  resources based upon operating
income. The accounting policies of the reportable segments are the same as those
described  in the summary of  accounting  policies.  There are no  inter-segment
sales.



                                       12
<PAGE>

                              MARKET CENTRAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                    UNAUDITED

NOTE G - SEGMENT INFORMATION (Continued)

The  following  table  summarizes   segment  asset  and  operating  balances  by
reportable segment.

<TABLE>
<CAPTION>
                                              November 30, 2003    November 30, 2002
                                              -----------------    -----------------
Net Sales to External Customers:
<S>                                              <C>                  <C>
Outsourced contact center services               $ 2,029,618          $ 2,475,050
Systems design and integration                     1,617,415                   --
Corporate                                                 --                   --
                                                 -----------          -----------
Total Sales to External Customers                $ 3,647,033          $ 2,475,050
                                                 ===========          ===========

Depreciation and Amortization:
Outsourced contact center services               $   240,066          $   248,454
Systems design and integration                        24,723                   --
Corporate                                                 --                   --
                                                 -----------          -----------
Total Depreciation and Amortization              $   264,789          $   248,454
                                                 ===========          ===========

General and Administrative Expense:
Outsourced contact center services               $   776,563          $   589,367
Systems design and  integration                      466,505                   --
Corporate                                            362,876              187,431
                                                 -----------          -----------
Total General and Administrative Expense         $ 1,605,944          $   776,798
                                                 ===========          ===========

Capital Expenditures:
Outsourced contact center services               $     3,541          $    12,671
Systems design and  integration                           --                   --
Corporate                                                 --                   --
                                                 -----------          -----------
Total Capital Expenditures                       $     3,541          $    12,671
                                                 ===========          ===========

Operating income (losses):
Outsourced contact center services               $  (523,036)         $    58,839
Systems design and  integration                       58,892                   --
Corporate                                           (362,876)            (187,431)
                                                 -----------          -----------
Total Segment Operating Losses                   $  (827,020)         $  (128,592)
                                                 ===========          ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                          November 30, 2003       August 31, 2003
                                                                          -----------------       ---------------
         Segment Assets:
<S>                                                                            <C>                   <C>
         Outsourced contact center services                                    $7,241,394            $7,477,919
         Systems design and integration                                         2,157,468             1,719,831
         Corporate                                                                 33,221                35,421
                                                                               ----------            ----------
         Total Segment Assets                                                  $9,432,083            $9,233,171
                                                                               ==========            ==========
</TABLE>

NOTE H - SUBSEQUENT EVENTS

In December 2003,  the Company  approved a private  placement  offering of up to
$3,000,000 of its newly authorized  Series A Convertible  Preferred Stock.  This
offering,  at a share price of $1.3325  per share for the Series A Preferred  is
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 provides for a 4% annual
cumulative  dividend,  that is payable when declared by the  Company's  Board of
Directors  and is  payable  in shares of the  Series A  Preferred  Stock.  As of
December  31,  2003,  the Company had  received  $175,000 of proceeds  from this
offering.





                                       13
<PAGE>

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

Overview

Market Central,  Inc. is a full service Customer  Relationship  Management (CRM)
provider.  The Company has  developed a  next-generation  suite of CRM solutions
that include proprietary, patented software for data capture, cleansing, mining,
integration, search, and intelligent document recognition. The Company is also a
Microsoft  development  partner for MS CRM solutions.  Market  Central  provides
other CRM services, such as campaign management, and operates a 900-seat contact
center to support the software line of business and provide  outsourced  contact
center  services to select clients as part of their overall CRM effort.  Through
its wholly owned subsidiary, US Convergion,  the Company offers in-house contact
center  design,  sales,  implementation  and service  for  clients  that seek an
internal support function for their CRM program.

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, 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  maintains  business  relationships  with three related  businesses,
Gibralter Publishing,  Inc. ("Gibralter"),  Cheapseats, Inc. and J&C Nationwide,
Inc. Each of these  companies has call center  contracts with the Company's ecom
subsidiary  and is owned or controlled by an officer  and/or board member of the
Company.  These three related companies accounted for approximately  $624,654 or
17% of the revenues for the three-month period ended November 30, 2003.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship to the total revenues
of principal items contained in the Company's Unaudited  Condensed  Consolidated
Statements  of  Operations  for the three  months  ended  November  30, 2003 and
November 30, 2002,  respectively.  The  percentages  discussed  throughout  this
analysis are stated on an approximate basis.

                                Three months Ended
                                     November 30,
                                2003             2002
                                   (UNAUDITED)

Total revenues                    100%            100%

Cost of revenues                 67.6%           57.7%
                                -----           -----
Gross profit                     32.4%           42.3%

Operating expenses               51.4%           41.4%
                                -----           -----
Operating income (loss)         (19.0%)            .9%

Interest expense                  3.7%            6.1%
                                -----           -----
Net loss                        (22.7%)          (5.2%)
                                -----           -----



                                       14
<PAGE>


COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 2003 TO THE THREE MONTHS ENDED
NOVEMBER 30, 2002

Revenue for the three months ended  November 30, 2003 and 2002 were  $3,647,033,
and  $2,475,050,  respectively;  this  represents an increase of 47.3% in sales.
This  increase  of  $1,171,983  is due  entirely  to  the  acquisition  of  U.S.
Convergion,  Inc. in April 2003.  Revenue from  Convergion  for the three months
ended  November  30,  2003  was  $1,617,415.  Revenue  from the  Company's  ecom
subsidiary  declined  from the three months  ended  November 30, 2002 to 2003 by
$445,432 or 18.0%.  This decline was due entirely to the reduction in the volume
of the Gibralter contract from $1,071,375 to $409,546 for the three months ended
November 2002 and 2003, respectively.  This decline of $662,129 in the Gibralter
contract  from  the  three  months  ended  November  2002 to 2003 is  offset  by
increases in Cheapseats,  Inc. and J&C  Nationwide,  Inc. volume of $215,108 and
other third party contracts of $5,365.

Cost of revenues of $2,469,036 and $1,426,876, respectively for the three months
ended  November  30,  2003 and 2002  were  67.6% and  57.7% of  revenue  for the
periods. The increase in cost of sales of $1,042,160 or 73% from 2002 to 2003 is
attributable primarily to the acquisition of U.S. Convergion, Inc. in April 2003
which  accounted for  $1,028,562  of the cost of revenues  increase and the ecom
subsidiary  accounting for $13,598 of the increase.  The percentage  increase in
cost of revenue  when  compared to revenue  amounted to 9.9% from 57.7% to 67.6%
for the three months ended November 2002 and 2003, respectively.  This growth in
cost of revenue,  and  corresponding  decline in gross profit  percent is due to
several  factors.  The cost of revenue for sales from the  Company's  Convergion
subsidiary  amounted to 63% of revenue  resulting  in a gross profit of 37% from
this  subsidiary's  revenues.  Convergion's  revenue  accounted for 44% of total
revenue for the quarter ended November 2003 so this  contributed to the increase
in cost of revenue and corresponding  decline in gross profit as a percentage of
revenue from the quarter ended November 30, 2002 to 2003.  Convergion's  cost of
revenue and gross profit at 63% and 37% respectively, accounts for approximately
2.3% of the 9.9% increase in cost of revenue.

In addition to the effect of Convergion,  the ecom  subsidiary's cost of revenue
increased  significantly  as a  percentage  of revenue.  Cost of  revenue,  as a
percentage of sales at ecom  increased  from 57.7% to 71.7% for the three months
ended November 30, 2002 and 2003, respectively. This increase is responsible for
7.6% of the 9.9% increase in cost of revenue.  This increase in cost of revenue,
and corresponding decline in gross profit at ecom is due primarily to changes in
the Gibralter  contract and increased  phone costs during the three months ended
November  30, 2003  compared to the same  period in 2002.  Gibralter's  contract
volume has declined  significantly  from 2002 to 2003 and the  effectiveness  of
ecom's  execution of  Gibralter's  campaign  has  declined for general  economic
reasons.  This  situation  resulted in changes in Gibralter  contract  that have
reduced revenue thereby  increasing the cost of revenue when compared to revenue
totals. The reduction in charges to Gibralter  accounted for approximately 5% of
the  9.9%  increase  in cost  of  revenue.  Increased  telephone  costs  for all
campaigns  accounted for  approximately  2.6% of the total  Company  increase of
9.9%.

Gross profit was $1,177,997 and  $1,048,174,  respectively  for the three months
ended  November  30,  2003 and 2002 and was 32.4% and 42.3% of  revenue  for the
periods.  The decrease in gross  profit  percentage  is due to the  increases in
costs of revenue discussed above.

Operating expenses, including depreciation and amortization, have increased from
$1,025,252 to $1,870,733,  respectively  for the three months ended November 30,
2003 and 2002.  This  increase  of  $845,481 is due  primarily  to  Convergion's
inclusion  in  the  2003  quarter.  Convergion  accounted  for  $491,228  of the
increase,  the  remaining  increase  of $354,253  is due to  increased  payroll,
benefits and travel within the ecom subsidiary and general corporate operations.
The  increase as a  percentage  of revenue  was from 41.4% for the three  months
ended  November 30, 2002 to 51.4% for the three months ended  November 30, 2003.
This increase,  as a percentage of revenue, is due primarily to sales growth not
keeping pace with the increased  payroll,  benefit and travel costs  incurred in
2003.

Interest expense,  as percentage of revenue,  decreased from 6.1% to 3.7% during
the three months  ended  November 30, 2002 as compared to the three months ended
November 30,2003. The decrease from $151,514 to $134,284 is due primarily to the
conversion of the $5,000,000 of notes payable to Gibralter  which were converted
into capital stock in December 2002.  Additional  borrowings since December 2002
have  significantly  offset  the  decline  as a  result  of the  Gibralter  note
conversion.





                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The  Company  is not  currently  generating  positive  cash  flow  and its  cash
resources on hand are insufficient for its long term needs. As a result, certain
vendor  payables,  capital  leases and other  obligations  are in arrears and in
default. This situation has been present for a period of time, and together with
the anticipated need for additional  working capital for the Company to increase
its marketing and revenue base, the Board of Directors continues to take actions
intended to stabilize the Company and enhance its operations going forward.

The Company's two principal shareholders (who took control of the Company in the
February  2003  transaction)  have also  consistently  provided the Company with
additional  capital in the form of loans throughout the year, on a discretionary
basis.  Advances  have been in  response  to a pressing  need to meet a critical
obligation  of the  Company.  As of November 30, 2003,  these  shareholders  had
provided the Company with  advances of  $914,724.  The Company  expects that the
need to rely on these loans will be greatly diminished with the success of other
capital raising activities.

The  Company's  principal  cash  requirements  are  for  selling,   general  and
administrative  expenses,  employee  costs,  funding of accounts  receivable and
capital expenditures. During the three month period ended November 30, 2003, the
Company  obtained  $606,028 in loans from individuals who were principals in the
proposed transaction described above.

Cash used in  operating  activities  was  $1,486,222  for the three months ended
November 30,  2003.  This was due  primarily  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  $3,541 in computers  and leasehold  improvements  during this
period.  The Company met its cash  requirements  during the three  months  ended
November 30, 2003 mainly through the receipt of $1,520,614 in loan proceeds from
its  accounts   receivable   financing  and  advances  from  the  two  principal
shareholders.

While the Company has raised capital to meet its working capital requirements in
the  past,  additional  financing  is  required  in  order to meet  current  and
projected cash flow deficits from operations.  The Company is seeking  financing
in the form of equity through a private placement of its preferred stock.  There
are no assurances  the Company will be successful in raising the funds  required
and any equity raised would be substantially dilutive to existing shareholders.


INFLATION

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


RISK FACTORS AND CAUTIONARY STATEMENTS

Forward-looking statements in this report are made pursuant to the "safe harbor"
provisions of the Private Securities  Litigation Reform Act of 1995. The Company
wishes to advise readers that actual results may differ  substantially from such
forward-looking   statements.   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
following: the ability of the Company to provide for its debt obligations and to
provide  for  working  capital  needs from  operating  revenue,  and other risks
detailed in the  Company's  periodic  report  filings  with the  Securities  and
Exchange Commission.




                                       16
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(a) On November 30, 2003, we made an evaluation of our  disclosure  controls and
procedures.  In our opinion, the disclosure controls and procedures are adequate
because the systems of controls and  procedures  are  designed to assure,  among
other items, that 1) recorded  transactions are valid; 2) valid transactions are
recorded;  and 3)  transactions  are  recorded in the proper  period in a timely
manner to produce  financial  statements  which  present  fairly  the  financial
condition, results of operations and cash flows for the respective periods being
presented.  Moreover, the evaluation did not reveal any significant deficiencies
or material weaknesses in our disclosure controls and procedures.

(b) There have been no significant  changes in our internal controls or in other
factors  that  could   significantly   affect  these  controls  since  the  last
evaluation.




                                       17
<PAGE>

                                     PART II

ITEM 1.     Legal Proceedings

            None



ITEM 2.     Changes in Securities and Use of Proceeds

            None



ITEM 3.     Defaults Upon Senior Securities

            None



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

            None



ITEM 5.     EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits No.                   Description

                  4        Certificate of Designations,  Powers, Preferences and
                           Relative,  Participating,  Optional and Other Special
                           Rights of the Series A Convertible Preferred Stock of
                           Market Central, Inc. (filed herewith)

                  31.1     Certification  of  Terrence   Leifheit   Pursuant  to
                           Section 906 of the  Sarbanes-Oxley Act of 2002 (filed
                           herewith).  31.2  Certification  of Clifford A. Clark
                           Pursuant to Section 906 of the  Sarbanes-Oxley Act of
                           2002 (filed herewith).

         (b)      Reports  on Form 8-K  filed  during  the  three  months  ended
                  November 30, 2003.

                  None



ITEM 6.     OTHER INFORMATION

            None




                                       18
<PAGE>

                                   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 15, 2004                      By /s/ Terrence Leifheit
                                            -------------------------
                                            Terrence Leifheit
                                            President



Date: January 15, 2004                      By /s/ Clifford Clark
                                            --------------------------
                                            Clifford Clark
                                            Chief Financial Officer




                                       19
<PAGE>

                                  CERTIFICATION

I, Terrence Leifheit, certify that:

         1.   I have  reviewed  this  quarterly  report on Form  10QSB 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  officers 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 annual 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  annual  report  (the  "Evaluation
                    Date"); and

                c)  Presented in this annual  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  officers 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 officers 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:  January 15, 2004
                                            /s/ Terrence J. Leifheit
                                            -----------------------------
                                            Terrence J. Leifheit
                                            President


                                       20
<PAGE>

                                  CERTIFICATION

I, Clifford A. Clark, certify that:

         1.   I have  reviewed  this  quarterly  report on Form  10QSB 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  officers 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 annual 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  annual  report  (the  "Evaluation
                    Date"); and

                c)  Presented in this annual  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  officers 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 officers 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:  January 15, 2004
                                            /s/ Clifford A. Clark
                                            -----------------------------
                                            Clifford A. Clark
                                            Chief Financial Officer
                                            (only to be consistent)




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