Exhibit 31.2

                                  CERTIFICATION

I, Clifford A. Clark, certify that:

           1.   I have reviewed this annual report on Form 10KSB of Market
                Central, Inc.,

           2.   Based on my knowledge, this annual 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 annual
                report;

           3.   Based on my knowledge, the financial statements, and other
                financial information included in this annual 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 annual 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-15 and 15d-15)
                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 annual 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:  December 13, 2004
                                                 /s/ Clifford A. Clark
                                                 -------------------------
                                                 Clifford A. Clark
                                                 VP of Finance