UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
                            ------------------------

                                   FORM  10-KSB
(MARK  ONE)

      [X]   ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
            EXCHANGE  ACT  OF  1934

                  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2001

      [  ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d) OF THE SECURITIES
            EXCHANGE  ACT  OF  1934

        FOR  THE  TRANSITION  PERIOD  FROM  ______________  TO  _____________

                         COMMISSION  FILE  NUMBER  0-25891

                            MARKETCENTRAL.NET  CORP.
                (NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

          TEXAS                                               76-0270330
  (STATE  OR  OTHER  JURISDICTION  OF                      (I.R.S.  EMPLOYER
  INCORPORATION  OR  ORGANIZATION)                        IDENTIFICATION  NO.)


       6401  South  Boston  Street
         Englewood,  Colorado                                     80111
    (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                (ZIP  CODE)

       REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:  (720)  489-1315

      SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(b)  OF THE EXCHANGE ACT:

      NONE

      SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(g)  OF THE EXCHANGE ACT:

                                 TITLE  OF  CLASS

                         COMMON  STOCK,  $.001  PAR  VALUE

     Indicate  by  check  mark  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 as 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  [  ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of the Regulation S-B is not contained in this form, and no disclosure will
be  contained,  to  the  best  of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

     Issuer had no revenues for its most recent fiscal year.

     The  aggregate market value of the voting and non-voting common equity (the
only  such  common  equity  being  Common  Stock,  $.001  par  value)  held  by
non-affiliates  of  the  registrant  (computed  by reference to the closing sale
price  of  the  Common  Stock  on  March  15,  2002)  is  $2,191,752.

     The  number  of  shares outstanding of the registrant's Common Stock, $.001
par  value  is  23,417,170  (as  of  March  15,  2002).

--------------------------------------------------------------------------------



<PAGE>
                DISCLOSURE  REGARDING  FORWARD-LOOKING  STATEMENTS

     This  report  includes  "forward-looking  statements" within the meaning of
Section  27A  of  the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934. For example, statements included in this report regarding
our  financial  position,  business  strategy and other plans and objectives for
future  operations, and assumptions and predictions about future product demand,
supply,  manufacturing,  costs,  marketing  and  pricing  factors  are  all
forward-looking  statements.  When  we  use  words  like "intend," "anticipate,"
"believe,"  "estimate,"  "plan"  or  "expect,"  we  are  making  forward-looking
statements.  We  believe that the assumptions and expectations reflected in such
forward-looking  statements are reasonable, based on information available to us
on  the  date  hereof,  but  we  cannot  assure  you  that these assumptions and
expectations  will  prove  to  have been correct or that we will take any action
that  we  may presently be planning. We have disclosed certain important factors
that  could  cause  our  actual  results  to  differ materially from our current
expectations  elsewhere  in  this  report.  You  should  understand  that
forward-looking  statements  made  in  this  report are necessarily qualified by
these  factors.  We  are  not  undertaking  to  publicly  update  or  revise any
forward-looking statement if we obtain new information or upon the occurrence of
future  events  or  otherwise.

                                     PART I

ITEM  1.  BUSINESS

     In  this report, references to the "Company", "we", "us" and "our" refer to
MarketCentral.net  Corp., a Texas corporation, and its subsidiaries, FCOM, Inc.,
a  Colorado  corporation,  and  MarketCentral.Net Corp., a Delaware corporation.

COMPANY  OVERVIEW


     MarketCentral.net  Corp.  was  originally incorporated under the name Great
American  Leasing,  Inc.  in  Texas  on  March 21, 1997. On December 28, 1988 we
amended  our  certificate  of  incorporation  to change our name to All American
Consultant  Aircraft,  Inc.  and on March 1, 1999, we amended our certificate of
incorporation to change our name to MarketCentral.net Corp. Our primary business
is  to  provide  an  Internet  advertising infrastructure and to offer marketing
components  enabling advertisers and agencies to advertise to Internet users. We
offer  advertisers  capabilities  for  advert  delivery,  targeting  and  advert
campaign  audience  tracking.

     MarketCentral.net  Corp.,  a  private  New York Corporation merged with and
into  MarketCentral.Net  Corp.,  a  newly  formed  private Delaware Corporation;
following  that  merger, we, as All American Consultant Aircraft, Inc., acquired
the  Delaware  company  as  a  wholly-owned  subsidiary.  The  acquisition  and
reorganization  was accomplished in the following manner: On February 5, 1999, a
merger  agreement  and  plan  of  acquisition  and reorganization, was ratified,
approved  and the officers were empowered and directed to change the name of the
Texas  corporation (All American Consultant Aircraft, Inc.) to MarketCentral.net
Corp.

     FCOM, Inc. was incorporated on August 2, 2000 under the laws of the State
of Colorado.

SELECTED FINANCIAL DATA

   You  should  read  the  financial  data set forth below in conjunction with
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  and  our  consolidated  financial statements and the related notes.

                                                         For the Period From
                                      Year  Ended     Inception (August 2, 2000)
                                     December  31,         to December 31,
                                         2001                    2000
                                       --------                --------
Income  Statement  Data:
-----------------------
Revenues                           $          -             $         -
General  and  Administrative
   Expenses                        $  1,237,075             $   399,139
Net  Income  (Loss)                $ (1,333,943)            $  (399,731)
Income  (Loss)  Per  Share         $       (.37)            $     (2.58)
Average  Shares  Outstanding          3,602,309                 154,768


Balance  Sheet  Data:
Cash                               $          -
Total  liabilities                      374,816
Total  current assets                   434,134
Stockholders  Equity                    607,786


RECENT EVENTS AND ACQUISITIONS

     On  March 21, 2001, FCOM, Inc. was acquired by MarketCentral.net Corp. FCOM
exchanged all of its issued and outstanding common stock, 741 A warrants and 741
B  warrants  exercisable at $8.00 and $16.00, respectively for 154,768 shares of
MarketCentral.net  Corp.'s  common  stock and acquired in a separate transaction
from  the majority stockholders of MarketCentral.net Corp. an additional 122,535
shares  of  common  stock  in exchange for a $325,000 convertible debenture. The
convertible  debenture  was  convertible  at  60% of the average market price of
FCOM's  common  stock  for  the 30 preceding days at the option of the debenture
holder.  Immediately  upon  completion  of the acquisition, FCOM was relieved of
$233,280  of  the  debt by releasing the shares to the debenture holders. Due to
the  fact  that  following  the  acquisition,  the  stockholders of FCOM were in
control  of the combined entity, the acquisition is accounted for as though FCOM
is  the  accounting  acquirer  and  the  acquisition  is  treated  as  a reverse
acquisition  for  accounting  purposes.

     On  August  9,  2001,  we  acquired  from  Computer Hardware Corporation, a
Panamanian corporation, 100% of the outstanding shares of Online Asset Courtesy,
Inc.  ("OACI"),  a  Panamanian corporation, in exchange for 31,250 shares of our
common  stock  and  a three year warrant to purchase 31,250 shares of our common
stock  at  $.10 per share. Such warrant was never issued. The only asset of OACI
was 24,250 units of AdServersOnline, LLC, a Nevada limited liability corporation
whose  assets  included  software  that delivers media advertisements during the
latent  time  resulting  from  logging-on and logging-off the Internet, a period
during  which  we  believe  consumers  are  captive,  waiting and susceptible to
advertisers'  messages.

<PAGE>
     On  June  29,  2001  we  entered  into  a  stock  exchange  agreement  with
AdserversOnline,  LLC,  a  Nevada  limited  liability  corporation,  whereby  we
acquired 3,191.5 units of AdserversOnline, LLC in exchange for 25,000 shares of
our  common  stock. In December 2001, we acquired an additional 1,851.85
membership units  of  AdserversOnline  for  a  purchase  price  of  $4,629.62.

     On  September  4,2001, our directors approved a reverse split of our common
stock at the rate of 16 to 1 for stockholders of record on or prior to September
27, 2001.

     On October 1, 2001 we executed a non-binding term sheet to acquire 100% of
the  outstanding  shares  of  common  stock of PSM Global, Inc. a privately held
company  ("PSM")  and  Paper Street Media, LLC, its wholly owned subsidiary. The
terms  included  that  we issue an aggregate of $50,000 in cash, $100,000 in the
form of a promissory note and, upon execution of a definitive agreement, that we
issue  an  amount  of our common stock equal to $1,265,000 based on the five day
closing  price  of  our  common  stock  for the five days prior to the date of a
definitive  agreement.  The  term sheet also called for us to assume $115,000 of
PSM's  then current debt. We are no longer pursuing this acquisition.

     On October 12, 2001, we executed an agreement with Pro-Video International,
Inc., a Belize corporation, pursuant to which we may sell to offshore investors,
up  to  8,400,000  shares  of  our  restricted  common  stock.  The  offering in
connection  with  Pro-Video  was  completed  by  March  1, 2002. Pursuant to the
agreement,  we agreed to sell to purchasers in an offshore transaction which was
negotiated  outside  of  the United States and consummated outside of the United
States shares of our restricted common stock at a purchase price equal to 40% of
the  reported  bid price of our common stock as quoted on the OTC Bulletin Board
for  the five trading days preceding the date of purchase. As of March 15, 2002,
we  had  issued  8,400,000 shares of our common stock to investors designated by
Pro-Video International, Inc. at prices ranging from $.032 to $.05 per share. We
also  agreed  to  issue  three-year warrants to purchase 50,000 shares of common
stock at 120% of the closing bid price prior to the date funding is received for
every  $50,000  funded.  We  issued  150,000 warrants pursuant to the agreement.
Subsequent  to  year  end  we  issued  an  additional  50,000  warrants  and
simultaneously  cancelled the 200,000 warrants outstanding and 336,000 shares of
common  stock  at  $.17  per  share  were issued as a consulting fee to Atlantis
Investments  Limited,  a  Hong  Kong  corporation.


Equity Line Financing
---------------------

     On  December  10,  2001,  we  entered  into  an  equity line agreement with
Dutchess  Private Equities fund, LP ("Dutchess") and PLJ Limited ("PLJ") to sell
to  Dutchess  and PLJ, from time to time, up to $10 million of our common stock.

     Beginning  on the effective date of a registration statement and continuing
until  $10  million of our common stock are purchased or the expiration of forty
eight  months, under the terms of the Equity Line Agreement, we periodically may
choose to sell shares of our common stock to Dutchess and PLJ subject to certain
limitations  based  on  the market price and trading volume of our common stock.
Both  Dutchess  and  PLJ  have agreed not to assign or in any way transfer their
rights  to  the  securities  of  the  Equity Line Agreement. If we elect to sell
shares to Dutchess and PLJ then the purchase price for Dutchess and PLJ shall be
at  94% of the lowest three closing bid price of our common stock as reported by
Bloomberg  L.P. for the ten (10) consecutive trading days after the date that we
deliver to Dutchess and PLJ an advance notice or a put requiring them to advance
funds  to  us,  subject  to  the  terms  of  the  Equity  Line  Agreement.

<PAGE>
     Our ability to put shares of our common stock to Dutchess and PLJ and their
obligation  to  acquire and pay for the shares of our common stock is subject to
several  conditions  and limitations; however, in January 2002 Dutchess deferred
its  rights under the Equity Line Agreement and Registration Rights Agreement so
that  we  may issue our convertible debentures. Dutchess waived its registration
rights  for  its commitment shares and/or equity line agreement shares until the
shares  of  common  stock  underlying  the  convertible  debentures  have  been
registered in an effective registration statement and until 85% of the aggregate
original  principal amount of the convertible debentures have been liquidated by
the  debenture  holders.

Subsequent Event - Debenture financing
---------------------------------------

     On  January  31,  2002  we  entered  into an agreement to issue convertible
debentures  and warrants in return for investment dollars. Under that agreement,
we  will  receive  certain portions of the aggregate investment based on certain
criteria. As of March 15, 2002, $250,000 principal amount of secured convertible
debentures  was  received  and  500,000 warrants issued in connection therewith,
were  issued and outstanding. The debentures are convertible into such number of
shares of common stock as is determined by dividing the principal amount thereof
by  the  then  current  conversion  price.

     The  warrants issued in connection with the debentures are exercisable over
the next three years  at  a  price  equal to the lesser of $.057 per share or a
variable  exercise price based upon the trading price of the common stock at the
time  of  exercise,  which price may be adjusted from time to time under certain
anti-dilution  provisions.  The shares of common stock into which the debentures
may  be  converted  and the shares of common stock issuable upon exercise of the
warrants  are  being  registered  pursuant  to a registration statement.

     Our  securities  agreements  with our debenture investors prohibits us from
entering  into  any  financial  arrangement  which would involve the issuance of
common stock for a period of two years from the date this registration statement
becomes  effective  without  offering a right of first refusal to the debenture
investors.

OUR SERVICES

     Since  we  have  acquired  FCOM, we are a provider of products and services
that  enable publishers, advertisers, direct marketers and promotional merchants
to  market  products  and/or  advertisements to Internet service providers (ISP)
subscribers. We intend to offer potential clients with advertising needs several
facets  of the digital marketing process, from pre-campaign planning, to digital
execution  and  campaign  tracking.

      Through  our  marketing  agreement  with  Adservers  Online  LLC
("AdserversOnline"),  we  intend to offer a range of media, marketing technology
products and services. Through AdServersOnline's "Ad-Apt" software technology we
intend  to  provide  potential  customers  the  ability  to  measure  campaign
performance.  AdServersOnline,  using  licensed  proprietary  technologies,  is
combining  the  entertainment  quality of modern television commercials with the
personal  targeting,  mass  market potential, and interactivity of the Internet.
AdServersOnline allows advertisers to access the marketing and revenue potential
of  the  Internet by increasing the effectiveness and dollar efficiency of their
clients'  ads  with more accurate targeting and higher video quality for dial-up
customers.  Through  the  AdServersOnline  LLC  agreement,  we  intend to enable
advertisers  and  advertising  agencies  which  contract with AdServersOnline to
access  ISP  audiences  that  we  intend  to  contract  with.



<PAGE>
     We expect a significant portion of our revenue, if any, to be derived
from  the delivery of rich media advertisements placed cached to users' personal
computers  for  the advertisements to be viewed during the end users' log on and
log  off  times. The rich media adverts are designed to contain the features and
measuring  capabilities  requested by advertisers. We intend to provide services
to  Web  publishers  related  to  ad  inventory management and ad targeting, the
delivery of large volumes of ads, campaign planning, management and optimization
to  allow  advertisers and their agencies to streamline and control their online
ad  campaigns,  understand their customers, and act quickly on knowledge gained.

MARKETING ALLIANCE

     In  July  2001,  we  entered  into  a  joint  marketing  agreement  with
AdServersOnline, which enables us to market their Internet advertising/marketing
services  to  ISP's  globally.  AdServersOnline  will  provide  the  software
capabilities,  all  relevant  technologies,  Advert  inventory  and  ongoing
advertising  sales.  The  agreement  has  a  term  of  three  years,  and may be
automatically  renewed  for  successive one year periods. Under the approximated
calculated terms of the agreement, for every $1000 that AdServersOnline receives
in  advertising  revenue,  MKCT  will  receive approximately $378.00.


AD-APT TECHNOLOGY

     The  Ad-A.P.T.  (Advertising  Profit Technology), owned by AdServersOnline,
delivers  video quality commercial messages with detailed and specific targeting
via the Internet. Through our partial ownership of AdServersOnline, we intend to
use  the  Ad-APT  software  which  delivers uninterrupted, highly-targeted, rich
media  content  (Flash,  digitized  video, and HTML). Commercial messages can be
delivered:  (i)  via  email, (ii) during the online session and (iii) during the
"latent  time"  while  dial-up  Internet  customers  are waiting for the log-on/
log-off  process to finish. Commercial messages are downloaded during a previous
Internet  session  onto a given Internet user's hard drive to be recalled when a
log-on  or  a  log  off  event  occurs.

     Ad-APT  compression  requires  very  little  memory  to  present  marketing
messages.  Ad-APT  can  compress  a thirty (30) second marketing commercial to a
file  size  of approximately 350KB permitting near DVD-quality, two-thirds (2/3)
screen  viewing  for  latent  time  advertising,  and  100KB permitting near-DVD
quality,  one-eighth (1/8)  screen  viewing for online advertising and/or email
attachments.

     After  the  advertisement is delivered, the end user is offered a hyperlink
to  the  ad subject site resulting in a greater likelihood of click-through than
that  of  traditional Internet media. AdServersOnline maintains a license to the
patent  protection  under  a licensing agreement for video compression including
exclusivity for latent time advertising. Ad-APT permits advertisers to query its
database  on  hundreds  of user attributes, in real-time, in order to hone their
targeting  requirements.

     Finally,  Ad-APT  provides  advertisers  and  channel  providers  (ISP's,
memberships  and affinity groups) the ability to obtain real-time data regarding
advertisement  revenue and other statistics. Additionally, each viewing event is
recorded  with  all user attributes, which (i) provides a total audit trail, and
(ii)  permits  custom,  analytical  reports  to  be  generated.

COMPETITION

     The  market for digital marketing products and advertising services is very
competitive.  We believe that our ability to compete in the Internet advertising
arena  depends on many factors both within and beyond our control, including the
following:  the  timing  and  acceptance  of  new  solutions and enhancements to
existing  advertising  solutions  developed  either  by  us  or our competitors;


<PAGE>
customer  service and support efforts; our ability to adapt and develop Internet
technology, and develop and introduce new technologies, as customer needs change
and grow; and the relative impact of general economic and industry conditions on
either  us  or  our  competitors.

     We  compete  directly  or  indirectly  with  companies  in  the  following
categories:  (i) large Web publishers, (ii) Web portals and Internet advertising
networks  that  offer  advertising  inventory;  (iii)  providers of software and
service  bureau  ad  delivery solutions for Web publishers and advertisers; (iv)
email  services  companies;  (v) providers of information products and marketing
research  services  to  the  direct  marketing  industry;(vi)  advertisement
performance  measurement  companies,  (vii)  providers  of  Web  advertising
management,  and  (viii)  companies  engaged  in  advertising  sales  networks,
advertising agencies and other companies that facilitate digital marketing. Many
of  our  existing competitors, as well as potential new competitors, have longer
operating  histories,  greater  name  recognition,  larger  customer  bases  and
significantly  greater  financial,  technical  and  marketing resources than us.

MARKETING

       We believe consumers will be motivated to download Ad-A.P.T. because of:

-Special incentives that may be offered by AdServersOnline to consumers, such as
low-cost  telecommunication and Internet service, magazine subscriptions and low
cost  credit  cards.

-Special  incentives  offered by the ISP of value to consumers, such
as  preferred  access  to  inventory  reduction  programs  and other promotional
programs,  special  pricing/coupons  and  special  services.

-The delivery  of content to the consumer (to the extent consumers have opted to
provide information) of potentially substantial value, such as, coupons, current
medical  information,  gift  registries,  special  promotions; and Entertainment
content  such  as  film  trailers,  music  videos, cartoons and sponsored games.


INTELLECTUAL PROPERTY RIGHTS

     We  do not own any patents or trademarks and have no patents or trademarks
pending.  We  do  own  the  URL  for  the  Internet  Web  site  located  at
http://www.marketcentral.net.

 EMPLOYEES

     As  of  March 15, 2002, we had one full time employee, Paul Taylor. We have
not  experienced  a  work stoppage and we believe that our employee relationship
with  Mr.  Taylor  is  good.  Our  success  depends  to  a large extent upon the
continued services of Mr. Taylor. The loss of his services could have a material
adverse  effect  on  our  business  and  our  results  of  operations.

<PAGE>
RISK  FACTORS

     An  investment  in our common stock is speculative in nature and involves a
high  degree  of risk. You should carefully consider the following risks and the
other  information  contained  in this prospectus before investing in the common
stock  offered hereby. The price of our common stock could decline due to any of
these  risks, and you could lose all or part of your investment. You also should
refer  to  the  other  information  included  in  this prospectus, including the
financial  statements  and  related  notes.

     If  any  of  the  events  described  below  were  to  occur,  our business,
prospects,  financial  condition  or results of operations or cash flow could be
materially  adversely  affected. When we say that something could or will have a
material adverse effect on it, we mean that it could or will have one or more of
these  effects.

GENERAL  RISKS

WE  HAVE  NOT  EARNED  REVENUES AND WE HAVE HAD LOSSES SINCE OUR INCEPTION.
WE  EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK  WE  MAY
NEVER  BECOME  PROFITABLE.

       We have not earned revenues and we may not earn revenues in the future.
We  have incurred losses and experienced negative operating cash flow since
our formation. For our fiscal year ended December 31, 2001, we had a net loss of
$(1,333,943). We expect to continue to incur significant operating expenses as
we  develop  and  maintain our Internet services, advertising technology and our
other  products  and services. Our operating expenses have been and are expected
to  continue  to  outpace  revenues and result in significant losses in the near
term.  We  may  never  be  able  to  reduce  these  losses.

WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF WE
ARE  UNABLE  TO  SECURE  SUCH  FINANCING,  WE  MAY  NOT  BE  ABLE TO SUPPORT OUR
OPERATIONS.

     We  will  need  additional  funds  to  develop  our operations. We may seek
additional  capital  through

          -an  offering  of  our  equity  securities,
          -an  offering  of  debt  securities,  or
          -by  obtaining  financing  through  a  bank  or  other  entity.

We  have  not  established  a limit as to the amount of debt we may incur and we
have  not  adopted  a  ratio  of  our equity to debt allowance.  If we need to
obtain additional financing, the financing may not be available from any source,
or  may  not  be  available  on  terms acceptable to us.  Any future offering of
securities  may  not be successful. We may not be able to continue to operate if
we  are  unable  to  obtain additional capital when needed.

OUR  CURRENT  AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES AND
EXPERIENCE  THAN  WE  DO,  MAY  DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE
DEMAND  FOR,  AND  THE  PRICES  OF,  OUR  PRODUCTS  TO  DECLINE.

     We compete in the information technology services and advertising  markets,
which  is  a  relatively  new  and  highly  competitive  market.  We  expect our
competition  to  intensify  as  the  Internet continues to grow and the Internet
advertising market evolves. We compete with strategic consulting firms; Internet
service  firms;  advertising  and  marketing firms; and the marketing and design
departments  of potential clients. Many of our competitors have longer operating
histories, larger client bases, longer relationships with clients, greater brand
or  name  recognition  and significantly greater financial, technical, marketing
and  public relations resources than we have. Existing or future competitors may
develop  or  offer  services  that are comparable or superior to ours at a lower
price,  which  could  materially  harm  our  business, results of operations and
financial  condition.

OUR  FAILURE  TO  RESPOND  TO  RAPID  CHANGE IN THE MARKET FOR INTERNET SERVICES
SOFTWARE  COULD  CAUSE  US  TO  LOSE  REVENUE  AND  HARM  OUR  BUSINESS.

     Our  future success will depend significantly on our ability to develop and
market  new products that keep pace with technological developments and evolving
industry  standards  as well as to respond to changing customer needs related to
the  Internet  advertising  industry. Our delay or failure to develop or acquire
technological  improvements  or  adapt our products to technological changes may
cause  us  to  lose  customers  and may prevent us from generating revenue which
could  ultimately  cause  us  to  cease  operations.

OUR  BUSINESS MAY NOT BE ABLE TO CONTINUE TO OPERATE IF THE CONTINUED USE OF THE
INTERNET  DECLINES.

<PAGE>
     Our  future  success depends on continued growth in the use of the Internet
because we primarily use Internet-based technology to create our advertising and
marketing  solutions.  If  businesses  do  not  consider  the  Internet a viable
commercial medium, our client base may not develop. The adoption of the Internet
for commerce and communications, particularly by those individuals and companies
that  have  historically  relied  upon  alternative  means  of  commerce  and
communication,  generally requires the understanding and acceptance of a new way
of conducting business and exchanging information. In addition, our business may
be  indirectly impacted if the number of users of the Internet does not increase
or  if  commerce over the Internet does not become more accepted and widespread.


OUR  BUSINESS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS
MODEL.

     A  significant  part of our business model objective is to generate revenue
by  providing  digital  marketing  solutions to advertisers, ad agencies and Web
publishers.  To  be  successful,  digital  marketing  will need to achieve broad
acceptance  by  advertisers,  ad  agencies  and  Web  publishers. Our ability to
generate  significant  revenue  from  our customers will depend, in part, on our
ability  to  contract  with  Web  publishers  that  have Web sites with adequate
available  ad  space  inventory, and with advertisers that have continuing plans
for  Internet  advertising. Further, the Web sites in our networks must generate
sufficient  user  traffic  with  demographic  characteristics  attractive to our
advertisers.  It  is  difficult  for  us to project future levels of advertising
revenue and applicable gross margins that can be sustained by us or the Internet
advertising  industry  in  general.

WE  MAY  NOT  COMPETE  SUCCESSFULLY  WITH  TRADITIONAL  ADVERTISING  MEDIA  FOR
ADVERTISING  DOLLARS.

     We  also  compete  with  traditional  advertising media such as television,
radio,  cable  and  print for a share of advertisers' total advertising budgets.
Advertisers  may  be  reluctant  to  devote  a  significant  portion  of  their
advertising budget to Internet advertising if they perceive the Internet to be a
limited  or  ineffective  advertising  medium. If we do not compete successfully
with traditional advertising media for advertising dollars we may not be able to
continue  doing  business.

ALTHOUGH  WE HAVE AN EMPLOYMENT AGREEMENT WITH MR. PAUL TAYLOR, IF WE ARE UNABLE
TO  RETAIN  THE  SERVICES  OF  MR.  TAYLOR,  WE  MAY NOT BE ABLE TO CONTINUE OUR
OPERATIONS.

     Our  success in achieving our growth objectives depends upon the efforts of
Mr.  Taylor,  our  Chairman.  The  loss of the services of Mr. Taylor may have a
material  adverse  effect  on  our  business, financial condition and results of
operations.  While  Mr.  Taylor  does  not  have  experience specifically in the
advertising  industry  and does not have experience in the Internet industry, we
believe the loss of Mr. Taylor, our only full-time employee, would result in the
loss  of  business  contacts  and  the loss of a professional with knowledge and
understanding  of  the corporate and the finance industry. We may not be able to
maintain  and continue our operations or achieve our growth objectives should we
lose  Mr.  Taylor's services. We are in the process of purchasing $1,000,0000 of
key-man life insurance as required by Mr. Taylor's employment agreement with us.

CHANGES  IN  GOVERNMENT  REGULATION  COULD DECREASE OUR REVENUE AND INCREASE OUR
COSTS  CAUSING  OUR  REVENUES,  IF  ANY,  TO  DECLINE.

<PAGE>
     The  laws  governing  the  Internet remain largely unsettled, even in areas
where  there  has  been  some legislative action. It may take years to determine
whether  and  how  existing  laws such as those governing intellectual property,
data  protection,  libel  and  taxation  apply  to  the  Internet  and  Internet
advertising.  Any  legislation  enacted  or  regulation  issued could dampen the
growth  and  acceptance of the digital marketing industry. Our business, results
of operations and financial condition could be materially and adversely affected
by the adoption or modification of laws or regulations relating to our business.


INVESTMENT  RISKS


WE HAVE CERTAIN CONVERTIBLE SECURITIES OUTSTANDING SOME OF WHOSE CONVERSION RATE
IS  CURRENTLY  INDETERMINABLE.  AS  SUCH,  PURCHASERS  OF OUR COMMON STOCK COULD
EXPERIENCE  SUBSTANTIAL  DILUTION  OF  THEIR  INVESTMENT UPON CONVERSION OF SUCH
SECURITIES.

     Pursuant  to  a  transaction  dated  January  31,  2002, we entered into an
agreement  to issue convertible debentures and warrants in return for investment
dollars.  Under  that  agreement,  we  will  receive  certain  portions  of  the
aggregate  investment based on certain criteria.  As of March 15, 2002, $250,000
principal  amount  of secured convertible debentures was received and 500,000
warrants  issued  in  connection therewith, were outstanding. The debentures are
convertible  into  such  number  of  shares  of common stock as is determined by
dividing  the  principal amount thereof by the then current conversion price. If
converted  on March 1, 2002, the $250,000 debentures would have been convertible
into  approximately 3,333,333 shares of our common stock. At March 15, 2002, the
$250,000  debentures  together  with 1,000,000 warrants if exercised, would have
equaled  approximately  21%  of  our  common stock. Pursuant to the terms of the
transaction,  however,  the  number  of convertible debentures could prove to be
significantly  greater  in  the  event of a decrease in the trading price of the
common  stock.

     The  warrants issued in connection with the debentures are exercisable over
the  next  three years  at a price equal to the lesser of $.057 per share or a
variable  exercise price based upon the trading price of the common stock at the
time  of  exercise,  which price may be adjusted from time to time under certain
antidilution  provisions.  The  shares of common stock into which the debentures
may  be  converted  and the shares of common stock issuable upon exercise of the
warrants  are  being  registered  pursuant  to  this  registration  statement.

     As  of  March  1,  2002, we have reserved 19,543,860 in connection with the
sale  of  our  convertible  debenture transaction. In addition to the securities
described above, as of March 1, 2002, 65,000,000 shares of our common stock were
reserved  for  issuance  in  connection with our equity line of credit agreement
entered  into  with  Dutchess  Private  Equities  Fund,  LP.

     Purchasers  of  common  stock  could,  therefore,  experience  substantial
dilution  of their investment upon conversion of the debentures.  In addition, a
sale  by the selling stockholders of large blocks of the shares registered
pursuant  to  a  registration statement could have a depressive effect on our
stock  price.  The  debentures  are  not  registered  and  may  be  sold only if
registered  under  the Securities Act of 1933, as amended, or sold in accordance
with  an  applicable  exemption  from  registration,  such  as  Rule  144.


SHARES OF OUR TOTAL OUTSTANDING SHARES THAT ARE RESTRICTED FROM IMMEDIATE RESALE
BUT  MAY  BE  SOLD INTO THE MARKET IN THE FUTURE COULD CAUSE THE MARKET PRICE OF
OUR  COMMON  STOCK  TO  DROP  SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.

<PAGE>
     As  of  March  15, 2002 we had 23,417,170 shares of our common stock issued
and outstanding, 22,337,986 of which we believe are restricted securities. Rule
144  provides,  in  essence, that a person holding "restricted securities" for a
period  of  one  year  may  sell  only an amount every three months equal to the
greater  of (a) one percent of a company's issued and outstanding shares, or (b)
the  average weekly volume of sales during the four calendar weeks preceding the
sale.  The  amount  of  "restricted  securities"  which  a person who is not our
affiliate  sells is not so limited, since non-affiliates may sell without volume
limitation  their  shares held for two years if there is adequate current public
information  available  concerning  us.  In  that event, "restricted securities"
would  be eligible for sale to the public at an earlier date. As restrictions on
resale end, the market price of our common stock could drop significantly if the
holders  of  these restricted shares sell them or are perceived by the market as
intending  to  sell  them.

WE  MAY,  IN THE FUTURE, ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WHICH WOULD
REDUCE  INVESTORS  PERCENTAGE OF OWNERSHIP  AND  MAY  DILUTE  OUR  SHARE  VALUE.

     Our  certificate  of  incorporation  authorizes the issuance of 500,000,000
shares  of common stock, par value $.0001 per share.  The future issuance of all
or  part  of  our  remaining  authorized  common stock may result in substantial
dilution  in  the  percentage  of  our  common  stock  held by our then existing
stockholders. We may value any common stock issued in the future on an arbitrary
basis.  The  issuance  of  common  stock  for future services or acquisitions or
other  corporate actions may have the effect of diluting the value of the shares
held  by  our  investors, and might have an adverse effect on any trading market
for  our  common  stock.

THE SHARES AVAILABLE FOR SALE IMMEDIATELY BY THE SELLING SECURITY HOLDERS COULD
SIGNIFICANTLY  REDUCE  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

      The  market price of our common stock could drop if substantial amounts of
shares are sold in the public market or if the market perceives that those sales
could  occur.  A  drop in the market price could adversely affect holders of our
common  stock  and  could  also  harm our ability to raise additional capital by
selling equity securities. As of March 15, 2002, we have warrants outstanding to
purchase  an  aggregate  of  1,895,000  shares  of  our common stock and options
outstanding  to purchase an aggregate of 270,000 shares of our common stock with
exercise prices ranging from $.057 per share to $5.00 per share. The exercise of
these warrants and/or options at a price less than the market price could dilute
the  value  of  outstanding  shares and depress the market price. The perception
that  these  warrants  and/or options  may  be exercised for or converted into
common  stock  that  could be sold into the public market could adversely affect
the  market  price  of  our  common stock. In addition, after a one-year holding
period,  shares  held  by  our  non-affiliates will become eligible for trading,
pursuant  to Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission, without any additional payment to us or any increase in our
capitalization.


<PAGE>
ITEM  2.  PROPERTIES

     Our  principal  executive  offices,  located  at  6401 South Boston Street,
Englewood,  Colorado, 80111, are leased to at a monthly rental rate of $1,230.00
and  expires  in August 2002. We believe that our leased properties are adequate
for  our current and immediately foreseeable operating needs. We do not have any
policies  regarding  investments  in  real  estate, securities or other forms of
property.

ITEM  3.  LEGAL  PROCEEDINGS

     From  time  to time, we are involved as a plaintiff or defendant in various
legal actions arising in the normal course of business. We do not anticipate any
material  liability  as  a  result  of  such  litigation.

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

     No  matter was submitted during the fourth quarter of 2000 to a vote of our
security  holders.


                                    PART  II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET  INFORMATION

     Since  October  2001,  our common stock has been quoted on the OTC Bulletin
Board  under  the symbol "MKCT". Prior to trading as MKCT, our ticker symbol was
"MKTS".  The following table sets forth the range of high and low bid quotations
of our common stock for the periods indicated. The prices represent inter-dealer
quotations,  which  do not include retail markups, markdowns or commissions, and
may  not  represent  actual  transactions.

                                                 HIGH     LOW
                                                -------  ------
YEAR  ENDED  DECEMBER  31,  1999

First  Quarter                                 $  7.00     $3.75
Second  Quarter                                $ 10.50     $1.75
Third  Quarter                                 $  5.00     $1.00
Fourth  Quarter                                $ 10.00     $1.00

YEAR  ENDED  DECEMBER  31,  2000

First  Quarter                                 $ 10.00     $3.00
Second  Quarter                                $  4.00     $1.75
Third  Quarter                                 $  3.00     $1.00
Fourth  Quarter                                $  2.00     $0.20

YEAR  ENDED  DECEMBER  31,  2001*

First  Quarter                                 $ 4.80      $2.56
Second  Quarter                                $15.00      $2.08
Third  Quarter                                 $ 4.32      $0.32
Fourth  Quarter                                $ 0.15      $0.07
_______

*Our  common  stock  began  trading  under  the  symbol  MKCT  in October, 2001.

<PAGE>
SECURITY  HOLDERS

    At  March 15, 2002 there were 23,417,170 shares our common stock outstanding
which  were  held  by  approximately  148  stockholders  of  record.

DIVIDEND  POLICY

     We  have never declared or paid any cash dividends on our capital stock. We
intend  to  retain  future  earnings,  if  any,  to finance the expansion of our
business  and  we  do  not  expect  to  declare or pay any cash dividends in the
foreseeable  future.


Recent Sale of Unregistered Securities

    Some  of  the  holders  of  the  shares  issued below may have subsequently
transferred  or  disposed  of their shares and the list does not purport to be a
current  listing  of  the  Company's  stockholders.

     During  the  fourth quarter for the fiscal year ended December 31, 2001, we
have  issued  unregistered  securities  to  the persons, as described below. The
Company's  management  believes  that  each  transactions  were  exempt from the
registration  requirements  of  the  Securities Act of 1933 by virtue of Section
4(2)  thereof,  Regulation  D  promulgated  thereunder,  or  Regulation  S where
indicated.  The  Company's  management believes that all recipients had adequate
access,  through  their  relationships  with  us,  to  information  about  us.

     On October 10, 2001 the Company issued 6,000,000 shares of its common stock
to  its  President,  Paul  Taylor,  valued  at  $.09 per share in exchange for a
promissory  note  in the amount of $540,000. Such issuance was pursuant to the
exemption  provided in Section 4(2) of the Securities Act for transactions by an
issuer  not  involving  a  public  offering.

     On  October  12, 2001, the Company executed a stock purchase agreement with
Pro-Video  International,  Inc.,  a Belize corporation, pursuant to which we may
sell  to  offshore  investors,  up  to 8,400,000 shares of our restricted common
stock. Pursuant to the stock purchase agreement, we agreed to sell to purchasers
in an offshore transaction which was negotiated outside of the United States and
consummated  outside  of the United States shares of our restricted common stock
at  a  purchase price equal to 40% of the reported bid price of our common stock
as quoted on the OTC Bulletin Board for the five trading days preceding the date
of purchase. As of March 15, 2002, we have issued 8,400,000 shares of our common
stock to investors designated by Pro-Video International, Inc. at prices ranging
from $.032 to $.05 per share. Such issuances were made pursuant to the exemption
provided  in  Regulation  S  of  the  Securities  Act.

     On  October  17, 2001 the Company issued 250,000 shares of its common stock
valued  at  $.06 per share as compensation for services rendered to the Company.
Such  issuances  were  pursuant to the exemption provided in Section 4(2) of the
Securities  Act  for  transactions by an issuer not involving a public offering.

     On  October  17,  2001  the  Company  issued  a  three  year warrant to one
individual to purchase 500,000 shares of our common stock exercisable at 120% of
the  closing  bid  of  the  Company's common stock on October 16, 2001, $.10 per
share.  Such  issuance was pursuant to the exemption provided in Section 4(2) of
the  Securities  Act  for  transactions  by  an  issuer  not  involving a public
offering.

     On October 19, 2001 the Company issued 1,726,217 shares of its common stock
upon the conversion of outstanding debt in the amount of $259,864. Such issuance
was pursuant to the exemption provided in Section 4(2) of the Securities Act for
transactions  by  an  issuer  not  involving  a  public  offering.

     On  October  19,  2001  the  Company  issued  a  three  year warrant to one
individual  to  purchase  300,000 shares of our common stock exercisable at $.14
per  share  and  on  October  24,  2001 we issued warrants to two individuals to
purchase,  pursuant to a consulting agreement, an aggregate of 100,000 shares of
our  common stock exercisable at $.14 per share. Such issuances were pursuant to
the exemption provided in Section 4(2) of the Securities Act for transactions by
an  issuer  not  involving  a  public  offering.

    On October 24, 2001, the Company issued 15,000 shares of its common stock
Upon the exercise of outstanding options which were exercised at $.04 per share.
Such  issuance  was  pursuant to the exemption provided in Section 4(2) of the
Securities  Act  for  transactions by an issuer not involving a public offering.

     On  November  5,  2001,  the  Company  issued  477,493 shares pursuant to a
Regulation  S  offering,  at  a  purchase  price  of $0.03 per share for a total
purchase  price  of  $21,009.

     On  November  8,  2001,  the  Company  issued 526,916 shares  pursuant to a
Regulation S offering, at a price of $0.04 per share, for a total purchase price
of  $20,634.30.
<PAGE>

     On  November  19,  2001,  the  Company  issued 662,477 shares pursuant to a
Regulation S offering, at a price of $0.04 per share, for a total purchase price
of  $21,228.17.

     On  November  28,  2001,  the Company issued 1,157,778 shares pursuant to a
Regulation  S  offering,  at  a  price of $0.032 per share, for a total purchase
price  of  $37,029.77

     On  November  8, 2001 the Company  issued a warrant to one individual to
purchase  100,000  shares  of  its common stock at an exercise price of $.10 per
share. Such issuances were pursuant to the exemption provided in Section 4(2) of
the  Securities  Act  for  transactions  by  an  issuer  not  involving a public
offering.

     On  December  3,  2001,  the  Company  issued  140,000  shares  for
compensation  for  services  at the rate of $.4 per share for $5,600 of services
performed.

     On December 7, 2001, the Company issued 1,200,421 shares pursuant to a
Regulation S offering, at a price of $0035 per share, for a total purchase price
of  $42,113.78.

     On  December 17, 2001, the Company issued 515,000 shares pursuant to a
Regulation  S  offering,  at  a  price of $0.036 per share, for a total purchase
price  of  $13,620.

     On  December 20, 2001, the Company issued 508,631 shares pursuant to a
Regulation  S  offering,  at  a price of $0.0389 per share, for a total purchase
price  of  $19,831.00.


ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF  OPERATIONS

The  following  discussion  is  intended to provide an analysis of our financial
condition  and  should  be  read  in  conjunction  with  our  audited  financial
statements and the related footnotes. The matters discussed in this section that
are not historical or current facts deal with potential future circumstances and
developments.  Such  forward-looking statements include, but are not limited to,
the  development plans for our growth, trends in the results of our development,
anticipated  development  plans,  operating expenses and our anticipated capital
requirements  and capital resources.  Our actual results could differ materially
from  the  results  discussed  in  the  forward-looking  statements.

Overview

We  are  a  development  stage  provider  of  products  and services that enable
publishers,  advertisers,  direct  marketers and promotional merchants to market
products  and/or advertisements to Internet service providers (ISP) subscribers.
We  offer  advertisers  capabilities for advert delivery, targeting and audience
tracking.

On  March  21,  2001, we acquired FCOM, Inc. ("FCOM"), a privately held Colorado
corporation, in exchange for all of its issued and outstanding common stock, 741
A  warrants and 741 B warrants exercisable at $8.00 and $16.00, respectively for
154,768  shares  of our common stock and FCOM acquired in a separate transaction
from  our  former  majority stockholder's an additional 122,535 shares of common
stock  in  exchange  for  a  $325,000  convertible  debenture.  The  convertible
debenture  was  convertible  at 60% of the average market price of the Company's
common  stock  for  the 30 preceding days at the option of the debenture holder.
Immediately upon completion of the acquisition, FCOM was relieved of $233,280 of
the  debt by releasing the shares to the debenture holders. Due to the fact that
following  the  acquisition,  the  stockholders  of  FCOM  were  in  control  of
the combined  entity,  the  acquisition  is  accounted  for  as  though  FCOM is
the accounting  acquirer and the acquisition is treated as a reverse acquisition
for  accounting  purposes.

FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2001

Results  of  Operations.  During the fiscal year ended December 31, 2001, we had
limited  operations,  and therefore, we believe that a comparison of the results
of  operations  of  the Company's predecessor for the fiscal year ended December
31,  2000  has  limited value for evaluating trends or as a basis for predicting
future  results.


<PAGE>
We  incurred  a net loss of $1,333,943 for the year ended December 31, 2001. The
fiscal  year loss resulted primarily from initial research and development costs
associated  with  start-up operations, professional and consulting fees, and the
issuance  of  the  Company's  common  stock  for  services.

Even  though  we did not have any revenues for the year ended December 31, 2001,
we  expect  future  revenue  as  we begin to develop and implement our sales and
marketing  strategies,  increase  consumer  understanding  and  awareness of our
technology  and  implement  our  business  model.  Our  growth  is significantly
dependent  upon  our  ability  to  generate  sales  relating  to our advertising
services.  Our  main  priorities relating to revenue are:  (1) to develop market
awareness  of  our  products  and services through our strategic marketing plan,
(2)  to  obtain  customers,  (3) to accomplish technological economies of scale,
and  (4)  to  streamline  and maximize efficiencies in our system implementation
model.

General  and  administrative  costs.
General and administrative costs were $1,322,756 for the year ended December 31,
2001.  The  increase is a direct result of the development of the business model
and  continued  increase  of  professional  and  consulting  fees.  In addition,
non-cash  compensation  and service expense for the year ended December 31, 2001
was  $1,151,683  which  is  the fair value of common stock, options and warrants
issued  for  services  and  loan  fees.

Interest  expense  was  $12,960  for  the  year  ended  December  31,  2001.

Liquidity  and  Capital  Resources.
We  finance  our  operations  and capital requirements primarily through private
debt  and  equity  offerings.  For  the twelve months ended December 31, 2001 we
received  cash  totaling $180,441 from the issuance of our common stock pursuant
to  Regulation  S.

We  currently  have no material commitments for capital requirements. If we were
forced  to  purchase  new equipment to replace the equipment we currently lease,
any  new  purchases  would constitute a material capital commitment; however, we
are  currently  unable to quantify such amounts. If this occurs, we will attempt
to  raise  the  necessary  finances  to  make  such  purchases,  but there is no
assurance  that  we will be able to do so. Without the ability to quantify these
amounts,  we  nonetheless  believe  that  it would have a material impact on our
business  and  our  ability  to  maintain  our  operations.

We  are not aware of any material trend, event or capital commitment which would
potentially  adversely affect liquidity. In the event a material trend develops,
we  believe  that  we  will  have  sufficient funds available to satisfy working
capital  needs through lines of credit and the funds expected from equity sales.


<PAGE>
OTHER:

Except  for historical information contained in this Report, the matters set
forth  above  are  forward-looking  statements  that  involve  certain risks and
uncertainties  that  could  cause  actual  results  to  differ from those in the
forward-looking  statements.  Investors  are  directed  to consider, among other
items,  the  risks and uncertainties discussed in documents filed by us with the
Securities  and  Exchange  Commission.



ITEM 8.
                          INDEX TO FINANCIAL STATEMENTS

                                                                   PAGE
                                                                    ----


Independent  Auditors'  Report                                       F-2

Consolidated  Balance  Sheet                                         F-3

Consolidated  Statements  of  Operations                             F-4

Consolidated  Statements  of  Changes  in  Stockholders'  Equity     F-5

Consolidated  Statements  of  Cash  Flows                            F-7

Notes  to  Consolidated  Financial  Statements                       F-8



                                       F1
<PAGE>

                                AJ. ROBBINS, PC.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 AND CONSULTANTS
                              3033 EAST 1ST AVENUE
                                    SUITE 201
                             DENVER, COLORADO 80206


                          INDEPENDENT AUDITORS' REPORT

THE  BOARD  OF  DIRECTORS
MARKETCENTRAL.NET  CORP.
ENGLEWOOD,  COLORADO


We have audited the accompanying consolidated balance sheet of MarketCentral.net
Corp.  (formerly  known  as  FCOM,  Inc.)  (a  development  stage company) as of
December  31,  2001,  and  the  related  consolidated  statements of operations,
changes  in stockholders' equity, and cash flows for the year then ended and for
each  of  the  periods  from inception (August 2, 2000) to December 31, 2000 and
2001.  These  consolidated  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with generally accepted auditing standards
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of MarketCentral.net
Corp.  as  of  December 31, 2001, and the results of its operations and its cash
flows for the year then ended and for each of the periods from inception (August
2,  2000)  to  December  31, 2000 and 2001 in conformity with generally accepted
accounting  principles  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  is  in  the  development stage and has not
commenced  operations.  Its  ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital and ultimately achieve
profitable  operations.  These  conditions  raise  substantial  doubt  about its
ability to continue as a going concern.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

                                         AJ.  ROBBINS,  PC.
                                         CERTIFIED  PUBLIC  ACCOUNTANTS
                                         AND  CONSULTANTS
DENVER,  COLORADO
MARCH  1,  2002


                                       F2
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                           CONSOLIDATED BALANCE SHEET
                          (A DEVELOPMENT STAGE COMPANY)
                                DECEMBER 31, 2001
                                =================
<TABLE>
<CAPTION>
                                     ASSETS
                                  ------------
<S>                                                                 <C>
CURRENT ASSETS:
 Interest receivable, related party                                 $     4,914
 Deposits                                                                   250
 Deferred offering costs                                                320,000
 Prepaid expenses                                                       108,970
                                                                    ------------

       Total Current Assets                                             434,134

EQUIPMENT, net of accumulated depreciation of $3,300                     10,239

EQUITY INVESTMENT                                                         8,115

NOTES RECEIVABLE, related party                                          34,151

OTHER INTANGIBLES                                                        25,785

GOODWILL, net of accumulated amortization of $82,973                    470,178
                                                                    ------------

                                                                    $   982,602
                                                                    ============
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                  --------------------------------------

CURRENT LIABILITIES:
 Cash overdraft                                                     $     1,890
 Accounts payable                                                        92,768
 Accrued expenses                                                        74,113
 Notes payable                                                          106,045
                                                                    ------------

       Total Current Liabilities                                        274,816

LONG-TERM DEBT, related party                                           100,000
                                                                    ------------

       Total Liabilities                                                374,816
                                                                    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Common stock - $0.0001 par value; 500,000,000 shares  authorized;
     18,418,004 issued and outstanding                                    1,845
 Additional paid-in capital                                           2,879,615
 Subscription receivable                                               (540,000)
 Deficit accumulated during the development stage                    (1,733,674)
                                                                    ------------

       Total Stockholders' Equity                                       607,786
                                                                    ------------

                                                                    $   982,602
                                                                    ============

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-3

</TABLE>
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      =====================================
<TABLE>
<CAPTION>
                                                             FOR THE PERIOD      FOR THE PERIOD
                                                             FROM INCEPTION      FROM INCEPTION
                                       FOR THE YEAR ENDED   (AUGUST 2, 2000)   (AUGUST 2, 2000)
                                          DECEMBER 31,       TO DECEMBER 31,    TO DECEMBER 31,
                                              2001                2000               2001
                                      --------------------  -----------------  -----------------

<S>                                         <C>                   <C>                <C>
REVENUE:                              $                 -   $              -   $              -



OPERATING EXPENSES:
 General and administrative expense             1,237,075            399,139          1,636,214
 Depreciation and amortization                     85,681                592             86,273
                                      --------------------  -----------------  -----------------

         Total Operating Expenses               1,322,756            399,731          1,722,487
                                      --------------------  -----------------  -----------------


OTHER INCOME (EXPENSE):
 Interest income                                    4,914                  -              4,914
 Interest expense                                 (12,960)                 -            (12,960)
 Loss on equity investment                         (3,141)                 -             (3,141)
                                      --------------------  -----------------  -----------------

       Net Other Income (Expense)                 (11,187)                 -            (11,187)
                                      --------------------  -----------------  -----------------



NET (LOSS)                            $        (1,333,943)  $       (399,731)  $     (1,733,674)
                                      ====================  =================  =================



NET (LOSS) PER SHARE                  $              (.37)  $          (2.58)
                                      ====================  =================



WEIGHTED AVERAGE SHARES OUTSTANDING             3,602,309            154,768
                                      ====================  =================

</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-4
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM INCEPTION (AUGUST 2, 2000)
                              TO DECEMBER 31, 2001
                              ====================
<TABLE>
<CAPTION>
                                                                  COMMON STOCK
                                                                  ------------
                                                                                                            (DEFICIT)
                                                                                                           ACCUMULATED
                                                                                                            DURING THE
                                                                            ADDITIONAL PAID  SUBSCRIPTION  DEVELOPMENT
                                          DATE ISSUED     SHARES     AMOUNT   IN CAPITAL      RECEIVABLE      STAGE         TOTAL
<S>                                              <C>         <C>        <C>         <C>          <C>           <C>           <C>
                                         -------------   ----------  ---------  -------------  ------------  -----------  --------
BALANCES, August 2, 2000                                          -  $      -    $     -       $      -     $       -    $       -
Stock issued for compensation at
   $.001 per share                   September 5, 2000   20,000,000    20,000          -              -             -       20,000
Sale of common stock at $.50         November 13, 2000      455,000       455    227,045                                   227,500
Stock issued for compensation
   at $.001 per share                December 22, 2000   74,595,000    74,595          -              -             -       74,595
Effect of reverse acquisition                           (95,050,000)  (95,050)    95,050              -             -            -
Effect of reverse acquisition                               154,768        15          -              -             -           15
Net (loss) for the period                                         -         -          -              -      (399,731)    (399,731)
                                         -------------   -----------  -------- -------------  ------------  -----------  ----------
BALANCES, December 31, 2000                                 154,768        15    322,095              -       (399,731)    (77,621)

Stock issued for conversion of
    note payable at $.97                March 20, 2001       39,674         4     38,474              -              -      38,478
Stock issued for services at $.64       March 20, 2001      187,913        19    120,246              -              -     120,265
Shares issued in acquisition of
    MarketCentral.net Corp at $.72      March 21, 2001      268,854        27    304,869              -              -     304,896
Stock issued for services at $.11          May 8, 2001       53,125         5      5,839              -              -       5,844
Stock issued for services at $.21        June 22, 2001       25,000         3      5,247              -              -       5,250
Stock issued for services at $.16        July 17, 2001      131,250        13     20,987              -              -      21,000
Stock issued in lieu of salary at $1.60  July 17, 2001      265,625        27    424,973              -              -     425,000
Stock issued for services at $2.40       July 23, 2001       31,250         3     74,997              -              -      75,000
Stock issued for services at $.11        July 23, 2001       46,875         5      5,151              -              -       5,156
Stock issued to purchase 3,191.50
membership interests in Ad Servers,
  LLC at $.09                            July 31, 2001       25,000         3      2,247              -              -       2,250
Stock issued to purchase 24,250
  membership interests in Ad
  Servers, LLC and 100% of OACI at $.09  July 31, 2001       31,250         3      2,810              -              -       2,813
Stock based compensation for
   investment in OACI                                             -         -      1,563              -              -       1,563
Stock options exercised at .12
less escrow fees of $1,756           September 6, 2001       62,500         6      5,738              -              -       5,744

Stock issued for services at $.01    September 7, 2001      125,000        13      1,237              -              -       1,250
Stock options exercised at .056
less escrow fees of $614            September 17, 2001       46,875         5      2,006              -              -       2,011
Stock options exercised at .035
less escrow fees of $614            September 28, 2001       75,000         8      2,003              -              -       2,011
Effect of reverse stock split       September 28, 2001       12,729         1          -              -              -           1
</TABLE>

                                  (CONTINUED)


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-5
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM INCEPTION (AUGUST 2, 2000)
                              TO DECEMBER 31, 2001
                              ====================
<TABLE>
<CAPTION>
                                                                  COMMON STOCK
                                                                  ------------
                                                                                                            (DEFICIT)
                                                                                                           ACCUMULATED
                                                                                                            DURING THE
                                                                            ADDITIONAL PAID  SUBSCRIPTION  DEVELOPMENT
                                          DATE ISSUED     SHARES     AMOUNT   IN CAPITAL      RECEIVABLE      STAGE         TOTAL
<S>                                           <C>           <C>        <C>         <C>          <C>            <C>           <C>
                                      ----------------   ----------  ---------  -------------  ------------  -----------  --------

Stock issued for note at $.09         October 10, 2001    6,000,000       600        539,400   (540,000)              -           -
Stock issued for services at $.13     October 17, 2001      250,000        25         32,475          -               -      32,500
Stock issued for services at $.13     October 19, 2001    1,726,217       173        224,235          -               -     224,408
Stock options exercised at .04
  less escrow fees of $141            October 24, 2001       15,000         2            457          -               -         459
Sale of common stock at $.04          November 6, 2001    5,048,716       505        179,936          -               -     180,441
Stock issued for patent rights
   at $.07                            December 3, 2001      100,000        10          6,990          -               -       7,000
Stock issued for services at $.10     December 3, 2001      940,000        94         65,706          -               -      65,800
Stock issued for services at $.16     December 5, 2001      140,000        14         22,386          -               -      22,400
Stock issued for deferred offering
    costs at $.07                     December 20, 2001   2,615,383       262        319,738          -               -     320,000
Stock based compensation                                           -        -        147,810          -               -     147,810
Net (loss)                                                         -        -              -          -      (1,333,943)(1,333,943)
                                      -----------------   ----------  ---------  -------------  ------------ -----------  ---------

BALANCES, December 31, 2001                               18,418,004   $1,845    $ 2,879,615    $ (540,000)   $(1,733,674) $607,786
                                      =================   ==========  =========  =============  ============  ============ ========


</TABLE>
           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-6
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      =====================================
<TABLE>
<CAPTION>
                                                                                              FOR THE PERIOD    FOR THE PERIOD
                                                                                FOR THE YEAR   FROM INCEPTION   FROM INCEPTION
                                                                                   ENDED     (AUGUST 2, 2000)  (AUGUST  2,  2000)
                                                                                DECEMBER 31,   TO DECEMBER 31,   TO DECEMBER 31,
                                                                                    2001           2000             2001
                                                                               --------------  --------------- ------------------
<S>                                                                                    <C>          <C>             <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net  (loss)                                                                       $(1,333,943)  $(399,731)  $(1,733,674)
 Adjustments to reconcile net (loss) to net cash from
  operating activities:
   Depreciation                                                                         2,708         592         3,300
   Amortization                                                                        82,973           -        82,973
   Stock based compensation                                                           147,810           -       147,810
   Stock issued for services                                                        1,003,873      94,595     1,098,468
   Loss on equity investment                                                            3,141           -         3,141
 Changes in assets and liabilities:
   Accounts receivable, related party                                                 (19,837)    (14,314)      (34,151)
   Other current assets                                                                  (739)     (4,425)       (5,164)
   Prepaid expenses                                                                  (108,970)          -      (108,970)
   Accounts payable                                                                    (5,624)      7,373         1,749
   Accrued expenses                                                                   (29,282)    103,396        74,114
   Bank overdraft                                                                       1,890           -         1,890
                                                                                  ------------  ----------  ------------

         Net Cash (Used) by Operating Activities                                     (256,000)   (212,514)     (468,514)
                                                                                  ------------  ----------  ------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
 Equity investment                                                                     (4,630)          -        (4,630)
 Acquisition costs                                                                    (18,786)          -       (18,786)
 Purchase of equipment                                                                      -     (13,539)      (13,539)
                                                                                  ------------  ----------  ------------

         Net Cash (Used) by Investing Activities                                      (23,416)    (13,539)      (36,955)
                                                                                  ------------  ----------  ------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
 Payments of convertible debt                                                         (42,500)          -       (42,500)
 Proceeds of notes payable                                                             29,803           -        29,803
 Proceeds of note payable, related party                                              100,000           -       100,000
 Proceeds from exercise of stock options                                               13,350           -        13,350
 Payment of stock option costs                                                         (3,125)          -        (3,125)
 Proceeds from sale of common stock                                                   180,441     227,500       407,941
                                                                                  ------------  ----------  ------------

       Net Cash Provided by Financing Activities                                      277,969     227,500       505,469
                                                                                  ------------  ----------  ------------

NET INCREASE (DECREASE) IN CASH                                                        (1,447)      1,447             -

CASH, beginning of period                                                               1,447           -             -
                                                                                  ------------  ----------  ------------

CASH, end of period                                                               $         -   $   1,447   $         -
                                                                                  ============  ==========  ============

</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-7

<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================


NOTE  1  -  BUSINESS  ACTIVITY

MarketCentral.net  Corp.  (formerly  known  as  FCOM,  Inc.)  ("Company")  was
incorporated  in the State of Colorado on August 2, 2000.  The Company is in the
development  stage, as defined in Financial Accounting Standards Board Statement
No.  7,  and  plans  to  be  a  provider  of  products  and services that enable
publishers,  advertisers,  direct  marketers and promotional merchants to market
products  and/or advertisements to Internet service providers (ISP) subscribers.
The  Company also offers advertisers capabilities for advert delivery, targeting
and  audience  tracking.

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development  stage  and  has  not  earned  any revenues from operations to date.

The  Company is currently devoting its efforts to raising capital and finalizing
its products and services.  The Company's ability to continue as a going concern
is  dependent  upon  its  ability  to  develop additional sources of capital and
ultimately, achieve profitable operations. The accompanying financial statements
do  not  include  any  adjustments  that  might result from the outcome of these
uncertainties.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

CONSOLIDATION
-------------
The  consolidated financial statements include the accounts of MarketCentral.net
Corp.  and  its  wholly-owned  subsidiaries  (the  "Company").  All  significant
intercompany  balances  and  transactions have been eliminated in consolidation.

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

In  August  2001  the Company entered into a asset purchase agreement to acquire
100%  of Online Asset Courtesy, Inc. ("OACI"), whose only asset was 24,250 units
of  AdServers in exchange for 31,250 shares of the Company's common stock valued
at  $2,813 and a warrant to purchase 31,250 shares at $.10 for a period of three
years  valued  at $1,563.  The warrant was valued at fair market value using the
Black  Scholes  Model.  Significant  assumptions  used were a risk-free interest
rate of 4.04% and volatility of 453%.  Also in August 2001, the Company acquired
an  additional  3,191.50  units  of AdServers for 25,000 shares of the Company's
common  stock valued at $2,250.  The Company purchased 1,851.85 additional units
in  December  2001  for  $4,630.  As  of December 31, 2001, the Company's equity
investment  in AdServers shared in 21.1% of the capital, 21.1% of the income and
5.2%  of  the  losses  of  AdServers.



                                      F-8
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

In  January 2002 the Company issued warrants to certain partners of AdServers to
purchase  200,000  shares  of  the  Company's  common  stock  at $.24 per share,
expiring  in  2005  for the completion of the software system to be used to sell
the  Company's  products  and  services under the joint marketing agreement (See
Note  10).  The  fair  market  value  of  the  warrants  will  be recorded as an
additional  capital  contribution  to  AdServers.

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

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

VALUATION  OF  THE  COMPANY'S  COMMON  STOCK
--------------------------------------------
Unless  otherwise  disclosed,  all  stock based transactions entered into by the
Company  have  been  valued at the market value of the Company's common stock on
the  date  the  transaction  was  entered  into  or  have  been valued using the
Black-Scholes  Model  to  estimate  the  fair  market  value.

REVENUE  RECOGNITION
--------------------
Revenue  from  license programs is recorded when the software has been delivered
and  the  customer  is  invoiced.  Revenue  from  packaged  product sales to and
through  distributors  and  resellers  is  recorded  when  related  products are
shipped.  Maintenance  and  subscription  revenue is recognized ratably over the
contract  period.  Revenue  attributable  to  undelivered  elements,  including
technical  support  and  Internet  browser technologies, is based on the average
sales price of those elements and is recognized ratably on a straight-line basis
over  the  product's life cycle.  When the revenue recognition criteria required
for  distributor and reseller arrangements are not met, revenue is recognized as
payments  are  received.  Costs  related  to  insignificant  obligations,  which
include  telephone  support  for  certain products, are accrued.  Provisions are
recorded  for  returns,  concessions,  and  bad  debts  during the periods ended
December  31,  2001  and  2000.

GOODWILL
--------
Goodwill  represents  the  excess of cost over the fair value of assets acquired
and  is  amortized  using the straight-line method over five years.  The Company
assesses  the  recoverability of its goodwill whenever adverse events or changes
in  circumstances  or  business climate indicate that expected future cash flows
(undiscounted  and  without  interest charges) for individual business units may
not  be sufficient to support recorded goodwill.  If undiscounted cash flows are
not sufficient to support the recorded asset, impairment is recognized to reduce
the  carrying  value of the goodwill based on the expected discounted cash flows
of the business unit.  Expected cash flows are discounted at a rate commensurate
with  the  risk  involved.  Amortization expense for the year ended December 31,
2001  was  $75,815.

                                      F-9
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Effective  January  1,  2002, the Company adopted Financial Accounting Standards
Board (the "FASB"), Statement of Financial Accounting Standards ("SFAS") No. 141
"Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets."
SFAS No. 141 established new standards for accounting and reporting requirements
for business combinations and requires that the purchase method of accounting be
used  for  all  business  combinations initiated after June 30, 2001. Use of the
pooling-of-interests  method  is  prohibited.  SFAS  No.  142  established  new
standards  for  goodwill  acquired  in  a  business  combination,  eliminates
amortization  of  goodwill  and  sets  forth  methods  to  periodically evaluate
goodwill  for impairment. Intangible assets with a determinable useful life will
continue  to  be  amortized  over  that life. SFAS 141 and 142 are effective for
business  combinations  completed  after June 30, 2001.  Management is currently
evaluating  the  effects  of  adoption  of  SFAS  Nos.  141  and  142.

ADVERTISING  EXPENSES
---------------------
The  Company  expenses  advertising costs as incurred.  During the periods ended
December  31,  2001  and  2000, the Company did not have significant advertising
costs.

PROPERTY  AND  EQUIPMENT  DEPRECIATION
--------------------------------------
Property  and  equipment  are recorded at cost.  Depreciation is provided for on
the  straight-line  method  over  five  years,  the estimated useful life of the
assets.  Total  depreciation  expense  was $2,708 and $592 for the periods ended
December  31,  2001  and  2000,  respectively.

STOCK-BASED  COMPENSATION
-------------------------
The  Company  accounts  for  stock  based  compensation  in  accordance with the
Financial Accounting Standards Board Statement of Financial Accounting Standards
No.  123  "Accounting  for  Stock-Based Compensation" (SFAS No. 123).  Under the
provisions  of  SFAS No. 123, companies can either measure the compensation cost
of  equity  instruments  issued  under  employee compensation plans using a fair
value  based  method,  or  can continue to recognize compensation cost using the
intrinsic  value  method  under  the  provisions of APB No. 25.  However, if the
provisions  of  APB  No. 25 are continued, proforma disclosures of net income or
loss  and  earnings  or  loss  per  share  must  be  presented  in the financial
statements as if the fair value method had been applied.  The Company recognizes
compensation  costs under the provisions of APB No. 25 and provides the expanded
disclosure  required  by  SFAS  No.  123.  (See  Note  5)


                                      F-10
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

In  March  2000,  the Financial Accounting Standards Board issued Interpretation
No.  44, "Accounting for Certain Transactions Involving Stock Compensation -- an
interpretation  of  Accounting  Principles Board (APB) Opinion No. 25" (FIN 44).
FIN 44 clarifies the application of APB Opinion No. 25 including: the definition
of  an  employee  for  purposes of applying APB Opinion No. 25, the criteria for
determining  whether  a plan qualifies as a noncompensatory plan, the accounting
consequence  of  various  modifications  to  the terms of previously fixed stock
options  or  awards,  and  the  accounting for an exchange of stock compensation
awards  in a business combination. FIN 44 is effective July 1, 2000, but certain
conclusions  in FIN 44 cover specific events that occurred after either December
15, 1998 or January 12, 2000. The Company does not expect the application of FIN
44 to have a material impact on its results of operations or financial position.

EARNINGS  PER  COMMON  SHARE
----------------------------
The  Company  computes earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128).  This
Statement  simplifies  the  standards  for  computing  earnings  per share (EPS)
previously  found  in  Accounting  Principles Board Opinion No. 15, Earnings Per
Share,  and makes them more comparable to international EPS standards.  SFAS No.
128  replaces  the presentation of primary EPS with a presentation of basic EPS.
In  addition,  the Statement requires dual presentation of basic and diluted EPS
on  the  face  of  the  income  statement  for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic  EPS  computation  to  the  numerator  and  denominator of the diluted EPS
computation.

CASH  AND  CASH  EQUIVALENTS
----------------------------
Cash  and  cash equivalents consist primarily of cash in banks and highly liquid
investments  with  original  maturities  of  90  days  or  less.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------
The  carrying amounts of cash, accounts payable, accrued expenses, notes payable
and  convertible  debt  approximate  fair value because of the short maturity of
these  items.

IMPAIRMENT  OF  LONG-LIVED  ASSETS
----------------------------------
The Company evaluates its long-lived assets by measuring the carrying amounts of
assets  against  the  estimated  undiscounted  future cash flows associated with
them.  At  the  time the carrying value of such assets exceeds the fair value of
such  assets, impairment is recognized.  To date, no adjustments to the carrying
value  of  the  assets  has  been  made.

CONCENTRATIONS  OF  CREDIT  RISK
--------------------------------
The  Company  maintains  all cash in deposit accounts, which at times may exceed
federally  insured  limits.  The  Company  has  not  experienced  a loss in such
accounts.


                                      F-11
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

DEFERRED  OFFERING  COSTS
-------------------------
Costs  incurred  in connection with the Company's anticipated stock offering are
deferred  and  will  be charged against stockholders' equity upon the successful
completion  of  the offering or charged to expense if not successful.  (See Note
10)

INCOME  TAXES
-------------
Deferred  income  taxes  are  recorded to reflect the tax consequences in future
years  of  temporary  differences  between  the  tax  basis  of  the  assets and
liabilities  and  their financial statement amounts at the end of each reporting
period.  Valuation  allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.  Income tax expense is the tax
payable  for the current period and the change during the period in deferred tax
assets  and  liabilities.  The  deferred  tax  assets  and liabilities have been
netted to reflect the tax impact of temporary differences.  At December 31, 2001
a  valuation  allowance  has  been  established  for  the  deferred tax asset as
management  believes that it is more likely than not that a tax benefit will not
be  realized.

USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS
-------------------------------------------------------------------
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
revenues  and expenses during the reporting period.  Actual results could differ
from  those  estimates.

RECLASSIFICATION
----------------
Certain  amounts  reported  in the Company's financial statements for the period
ended  December  31,  2000 have been reclassified to conform to the current year
presentation.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
--------------------------------------------
In 2000 the FASB issued Statement No. 133, Accounting for Derivative Instruments
and  Hedging  Activities.  The  adoption by the Company of Statement 133 did not
impact  the  Company's  financial  statements.

In  December  1999,  the Securities and Exchange Commission ("SEC") issued Staff
Accounting  Bulletin  101,  "Revenue  Recognition in Financial Statements" ("SAB
101")  which  provides  guidance  related  to  revenue  recognition  based  on
interpretations  and  practices  followed  by  the SEC. SAB 101A was released on
March  24,  2000  and  deferred  the  effective date to no later than the second
fiscal  quarter  beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
requires  companies to report any changes in revenue recognition as a cumulative
change  in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion No. 20, "Accounting Changes". Management has
accessed  the  implementation and determined that there is no significant impact
on  the  consolidated  financial  statements  of  the  Company.

                                      F-12
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  3  -ACQUISITION

On  March  21,  2001, the Company (FCOM) was acquired by MarketCentral.net Corp.
The  Company  exchanged  all  of  its issued and outstanding common stock, 741 A
warrants  and  741  B warrants exercisable at $8.00 and $16.00, respectively for
154,768  shares  of  MarketCentral.net  Corp.'s  common  stock and acquired in a
separate  transaction  from the majority stockholders of MarketCentral.net Corp.
an  additional  122,535  shares  of  common  stock  in  exchange  for a $325,000
convertible  debenture.  The convertible debenture was convertible at 60% of the
average  market price of the Company's common stock for the 30 preceding days at
the  option  of  the  debenture  holder.  Immediately  upon  completion  of  the
acquisition,  the  Company was relieved of $233,280 of the debt by releasing the
shares  to  the  debenture  holders.  Due  to  the  fact  that  following  the
acquisition,  the  stockholders  of FCOM were in control of the combined entity,
the  acquisition  is  accounted  for  as  though  the  Company is the accounting
acquirer  and the acquisition is treated as a reverse acquisition for accounting
purposes.  The  operations  of  MarketCentral.net  Corp.  are  included  in  the
financial  statements  beginning  on  March  21,  2001.

The  purchase  price  is  allocated  as  follows:



Accounts  payable  and  accrued  expenses       $    (91,020)
Notes  payable  stockholders                         (65,500)
Goodwill                                             553,151
                                                ---------------
                                                     396,631

Less
Notes  issued  for  debt  and  common  stock         (91,720)
Common  stock                                       (304,911)
                                                ---------------
                                                $          -
                                                ===============

                                      F-13
<PAGE>

                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================


NOTE  3  -ACQUISITION  (CONTINUED)

The following unaudited proforma condensed consolidating statement of operations
for  the  year  ended December 31, 2000 gives effect to the transaction as if it
had  occurred  on  January  1,  2000.
<TABLE>
<CAPTION>


              FCOM, INC.
           FROM INCEPTION     MARKETCENTRAL.NET, CORP
        (AUGUST 2,2000) TO      FOR THE YEAR ENDED
           DECEMBER 31,            DECEMBER 31,         PROFORMA             PROFORMA
               2000                   2000             ADJUSTMENTS          CONSOLIDATED
             ----------          -----------           -----------          ------------
<S>            <C>                    <C>                 <C>                   <C>
Revenues     $       -            $  11,029            $       -            $   11,029
Expenses       399,731              476,227              110,600               986,558
             ----------          -----------           -----------          -------------

Net loss     $(399,731)          $ (465,198)           $(110,600)           $ (975,529)
             ==========          ===========           ===========          =============

Loss  per  share                                                            $    (6.30)
                                                                            =============

The  unaudited  proforma  condensed  consolidated  statement  of  operations was
adjusted  to  reflect increased amortization expense of goodwill of $110,600 due
to  the  acquisition.
</TABLE>

NOTE  4-STOCKHOLDERS'  EQUITY

COMMON  STOCK
-------------
The  Company had authorized 100,000,000 shares of $.0001 par value common stock.
In  January 2002 the board of directors approved an amendment to the articles of
incorporation to increase the authorized shares of common stock from 100,000,000
to  500,000,000.

PRIVATE  PLACEMENTS
-------------------
The  Company completed a private placement for the sale of 455,000 shares of the
Company's Common Stock for proceeds of $227,500 during the period ended December
31, 2000.  In connection with the sale of Common Stock, the Company issued Class
A  Warrants  to  purchase 455,000 shares of the Company's Common Stock for $0.50
per  share  and  Class  B  Warrants  to purchase 455,000 shares of the Company's
Common Stock for $1.00 per share.  These warrants were subsequently converted to
741  Class  A  and 741 Class B Warrants and are exercisable at $8.00 and $16.00,
respectively.

STOCK  OPTION  PLAN
-------------------
Effective  November 2001 the Company's board of directors adopted the 2002 Stock
Option  Plan  under  which  1,000,000  shares of the Company's Common Stock were
reserved  for

                                      F-14
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  4-STOCKHOLDERS'  EQUITY  (CONTINUED)

issuance  at prices not less that 50% of the current market value on the date of
grant.  The  board  may  grant  options  to  employees,  directors,  officers,
consultants,  or  advisors.

The  following  table  summarizes  all  of  the activity of options and warrants
grants  for  the  periods  ended  December  31,  2000  and  2001:
<TABLE>
<CAPTION>

                                                                WEIGHTED
                                                                AVERAGE
                                     NUMBER  OF                 EXERCISE        EXERCISE
                             OPTIONS           WARRANTS          PRICE           AMOUNT
                             -------          ---------          -----          -------
<S>                          <C>               <C>                 <C>            <C>

Outstanding, August 2, 2000        -               -            $    -          $  -


Granted                            -              1,482          12.00             -
                            ---------       -----------       -----------     ------------

Outstanding, December 31,2000      -              1,482          12.00          17,784

Granted                      468,750          1,243,750            .45         775,313
Exercised                   (199,375)              -               .05         (10,228)
                            ---------       -----------       -----------     ------------

Outstanding,
December 31, 2001            269,375         1,245,232          $  .52        $782,869
                            =========       ===========       ===========     ============
</TABLE>
In  connection  with  a consulting agreement for financial services, the Company
agreed  to  grant  an  option  to  purchase 150,000 shares of common stock at an
exercise  of  $.50  per share upon the completion of services.  The stock option
was granted on January 7, 2002 and was immediately exercised to purchase 150,000
shares  for  $75,000  and  contributed  capital of $5,500, all which was paid in
services.

SUBSCRIPTION  RECEIVABLE
------------------------
In  connection  with the President's employment agreement, the Company agreed to
sell 6,000,000 shares of Common Stock at $.09 per share for a promissory note in
the amount of $540,000.  The promissory note bears interest at 3% with principal
and  accrued  interest  due October 10, 2006.  No payments have been made or are
due.

NOTE  5  -  STOCK-BASED  COMPENSATION

The  Company  accounts for stock based compensation in accordance with Statement
of  Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
Compensation".  The  standard  requires  the  Company  to adopt the "fair value"
method  with  respect  to  stock-based  compensation  of  consultants  and other
non-employees,  which  resulted  in  charges  to operations of $401,869 and $-0-
during  the  years  ended December 31, 2001 and 2000, respectively.  The Company
also  had  stock-based  compensation  which  was recorded as capitalized prepaid
consulting  fees  of
                                      F-15
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================



NOTE  5  -  STOCK-BASED  COMPENSATION  (CONTINUED)

$101,970  and  $-0-  during the periods ended December 31, 2001 and December 31,
2000,  respectively.  In  estimating  the  above  expense,  the Company used the
Modified  Black-Scholes  European pricing model.  The average risk-free interest
rate  used was 3.50%, volatility was estimated at 408.00%, the expected life was
one  year.

The  Company  did not adopt the fair value method with respect to employee stock
options;  the Company continues to account for these under the "intrinsic value"
method.  Had  the  Company adopted the fair value method with respect to options
issued to employees as well there would have been no charge to income in 2000 or
2001  because  no  stock  options  were  issued  during  these  years.

NOTE  6  -  NOTES  RECEIVABLE-RELATED  PARTY

In  December  2001  the  Company  entered  into  three  notes receivable with an
officer/stockholder  totaling  $40,000.  The  notes  are unsecured, due December
2006  and  bear  interest  ranging  from  3%  to 5% per annum with principal and
accrued interest due at maturity.  The Company loaned the officer/stockholder an
additional  $70,000  subsequent  to  year  end  with  similar  note  terms.

NOTE  7  -  NOTES  PAYABLE

The  Company  obtained one-year demand loans from a stockholder in the amount of
$37,500 on August 9, 2000 and in the amount of $28,000 on November 7, 2000.  The
notes bear interest at the Chase Prime Rate plus 1% per annum.  Unpaid principal
after  the due date shall accrue at 10% per annum.  The notes have not been paid
and  terms  are  being  negotiated.

In  January  2001  the Company entered into a convertible debenture for $25,000.
The  debenture bears interest at 18% with principal and interest due February 1,
2002.  The  debenture was convertible into shares of common stock of a potential
acquisition  target  only if the merger or acquisition occurred with this target
company.  The  merger  did not occur and the debt is no longer convertible.  The
note  has  not been paid and terms are being negotiated.  Subsequent to year end
accrued  interest  was  paid.

NOTE  8  -  NOTES  PAYABLE  -  RELATED  PARTY

During  February  2001  the  Company  borrowed $100,000 from a stockholder.  The
five-year  loan is unsecured and bears interest at 5% with principal and accrued
interest  due  at  maturity.

NOTE  9  -  LINE  OF  CREDIT

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

                                      F-16
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES

EMPLOYMENT  AGREEMENTS
----------------------
In  October  2001  the  Company  entered  into  an employment agreement with its
Chairman  &  CEO extending through October 10, 2006.  The Company is required to
pay a base salary, which may be increased by the Board of Directors, of $125,000
annually  and  bonuses  from  10%  to  60%  of  the  annual  salary.

INVESTMENT  AGREEMENT
---------------------
In  December 2001 the Company entered into an investment agreement to sell up to
65,000,000  shares  of  the  Company's common stock having an aggregate purchase
price  of  $10,000,000  over  a  four-year  period beginning upon a registration
statement being declared effective.  The Company decides the number of shares to
sell  during  a 10-day period each quarter.  The purchase price of the shares is
subject  to  certain limitations based on the market price and trading volume of
the  Company's  common  stock.  The Company paid a placement fee and an advisory
fee  equal  to  5%  to  the  sales purchase amounts.  The Company issued 865,384
shares  of common stock valued at $112,500 as an advisory fee and issued 288,461
shares  of  common stock valued at $37,500 as a commitment fee.  These fees have
been  recorded  as  deferred offering costs until the Company sells common stock
under  the  agreement.

In  addition,  the  Company  entered into an escrow agreement to sell the common
stock  and  established  an  escrow  fund account.  The Company issued 1,153,846
shares  of  common  stock valued at $150,000 as a placement fee and has recorded
these  fees as deferred offering costs.  The proceeds from sales of common stock
under  the  investment  agreement will be deposited into an escrow account money
market fund.  The interest income earned will be retained by the escrow agent as
payment  of fees and expenses.  The bank has a first priority lien on the escrow
account.

The  Company  issued  307,692 shares of common stock valued at $20,000 for legal
fees  related  to  the  Investment  Agreement.

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

                                      F-17
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

STOCK  SALE  AGREEMENT
----------------------
In  October  2001  the  Company  entered  into  a  stock  sale agreement with an
international  company  to  sell  up  to 8.4 million restricted shares of common
stock  until  fully sold or December 31, 2001.  The Company also agreed to issue
three-year  warrants  to  purchase  50,000 shares of common stock at 120% of the
closing  bid  price  prior  to  the  date  funding is received for every $50,000
funded.  As of the end of the period 5,048,716 shares were sold for $180,441 and
the  Company issued 150,000 warrants.  Subsequent to year end the Company issued
an  additional 50,000 warrants and simultaneously cancelled the 200,000 warrants
outstanding  and 336,000 shares of common stock at $.17 per share were issued as
a  consulting  fee.

OFFICE  LEASE
-------------
The  Company  rents office space under an operating lease beginning May 15, 2001
and  ending  August  31,  2002.

Rent expense was $37,064 and $13,979 for the periods ended December 31, 2001 and
2000,  respectively.

SECURITIES  SALE  AGREEMENT
---------------------------
On  January 31, 2002 the Company entered into a securities sale agreement with a
group  of  investors  providing  for  the  issuance  of  12% secured convertible
debentures  in  the  aggregate principal amount of $500,000 due January 31, 2003
and  warrants to purchase 1,000,000 shares of common stock at a conversion price
calculated  at  the  time  of  conversion  for  the  aggregate  consideration of
$500,000.  On  January  31,  2002, the Company received $250,000.  All assets of
the  Company  secure the debentures.  Interest is payable on dates at the option
of  the  holder.  The  debentures are convertible into shares of common stock at
the lesser of $.075 per share or 50% of the market price of the Company's common
stock  for  the  average  of  the  lowest three trading prices during the 20-day
period  prior  to  conversion.  The  Company  will  record  $250,000 as interest
expense  for  the  beneficial conversion feature related to the debenture during
the  first  quarter  of  2002.

CONSULTING  AGREEMENTS
----------------------
In  July  the  Company issued 62,500 shares of restricted common stock valued at
$10,000  for  consulting  services  for  one year.  In November 2001 the Company
issued an additional 940,000 shares of restricted common stock valued at $65,800
to  this consultant under a one-year consulting agreement for similar consulting
services.

In  March  2001  the  Company  entered into a consulting agreement for financial
services  for  a  term  of one year.  During the agreement and up to three years
after  its  expiration,  in  March 2002, the Company shall pay a 3% fee upon the
closing  of  any  debt financing introduced by the consultant.  In addition, the
Company  issued  31,250  shares  of  common stock as an engagement fee valued at
$20,000.  In  September  2001  the Company entered into an additional consulting
agreement with this consultant for financial services for a term of one year and
issued  62,500  shares  of  common  stock  valued  at $625 as an engagement fee.


                                      F-18
<PAGE>
                     MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

In  March  2001  the  Company  entered  into  a consulting agreement to identify
suitable  merger/acquisition candidates and secure required debt financing for a
term  of  one  year.  During  the  agreement  and  up  to  three years after its
expiration,  the  Company  shall  pay  a  3.5%  fee upon the closing of any debt
financing  or  successful  merger/acquisition  introduced by the consultant.  In
addition,  the Company issued 18,750 shares of common stock as an engagement fee
valued  at  $12,000.  In May 2001 the agreement was amended to provide strategic
planning  services,  expiring  in March 2002, and issued 25,000 shares of common
stock  valued  at  $12,000.

In  May  2001  the  Company  entered  into  a consulting agreement for financial
advisory services for a term of one year in exchange for 62,500 shares of common
stock  valued  at  $10,000  and a five-year warrant to purchase 62,500 shares of
common  stock  at  $1.60  per  share.  (See  Note  5).

In  June  2001  the  Company  entered into a consulting agreement for technology
integrations  services for a term of 6 months.  The Company issued 25,000 shares
of  common  stock  valued at $5,250.  In August 2001 the Company entered into an
additional consulting agreement with this consultant for technology integrations
services  for  a  term of 6 months, running concurrent with the prior agreement.
An  additional  62,500  shares  of  common stock were issued valued at $625.  In
October  2001  the  Company  entered into another consulting agreement with this
consultant  for  Internet  consulting  services  for a term of 6 months, running
concurrent  with  the prior agreements, in exchange for 100,000 shares of common
stock.  In  lieu  of  issuing  these  shares, subsequent to year-end the Company
issued warrants to purchase 100,000 shares of common stock at $.24 per share and
expiring  in  2005.

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

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

In  July  2001  the  Company  entered into a consulting agreement for technology
consulting  services  for  a  term  of  one year in exchange for 6,250 shares of
common  stock  valued  at  $1,000 as a consulting fee.  An additional consulting
agreement  for similar services was entered into in October 2001 in exchange for
a  three-year  warrant  to  purchase  500,000 shares of common stock at $.11 per
share.

                                      F-19
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

In August 2001 the Company entered into a consulting agreement for promoting and
developing  a  market  for  the  Company's products and services through various
contacts  for  a  period  of  one  year.  The  Company granted a stock option to
purchase 468,750 shares of the Company's common stock at an exercise price equal
to  50%  of  the  lowest  closing  bid  price on the day a notice of exercise is
received  by  the  Company.  The stock option expires in August 2002.  (See Note
5).  The Company and the consultant appointed an escrow agent in connection with
this stock option and have agreed to share equally in payment of the $7,500 fee.
During 2001 199,375 stock options were exercised at prices ranging from $.035 to
$.12  for  $10,225  net  of  escrow  fees  of  $3,125.

In October 2001 the Company entered into a consulting agreement for acquisition,
due  diligence  services  and  translation services for a term of 6 months.  The
Company  issued 250,000 shares of common stock valued at $32,500 as a consulting
fee.

In  November 2001 the Company entered into a consulting agreement for management
of  sales  and  marketing  resources for a term of 6 months.  The Company issued
140,000  shares  of  common  stock  valued  at  $22,400  as  a  consulting  fee.

In  January 2002 the Company entered into a three-month consulting agreement for
strategic  and  company development consulting in exchange for $33,750 per month
and  300,000  shares  of  common  stock.

NOTE  11  -  RELATED  PARTY  TRANSACTIONS

In March 2001 the Company entered into a consulting agreement with a stockholder
of  the  Company  to  identify suitable merger/acquisition candidates and secure
debt  financing  for  a term of one year in exchange for 50,000 shares of common
stock valued at $32,000.    During the agreement and up to three years after its
expiration,  the  Company  shall  pay  a  3.5%  fee upon the closing of any debt
financing or successful merger/acquisition introduced by the consultant.  In May
2001 the agreement was amended to provide strategic planning services, expire in
March  2002, and issue 28,125 shares of common stock valued at $3,094 in lieu of
the  fee.  The  agreement  was  further  amended  in  February 2002 to expire in
February  2003  and  the  Company  issued  750,000  shares  of common stock as a
consulting  fee.

                                      F-20
<PAGE>
                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ==========================================

NOTE  12  -  EARNINGS  PER  SHARE

<TABLE>
<CAPTION>

                                                   FOR  THE  YEAR  ENDED  DECEMBER  31,  2001
                                                  -------------------------------------------
                                                                                             PER
                                                  INCOME               SHARES               SHARE
                                               (NUMERATOR)          (DENOMINATOR)           AMOUNT
                                              ---------------     ----------------    --------------
<S>                                             <C>                     <C>                   <C>
BASIC  EPS
 (Loss)  available to common stockholders    $  (1,333,943)          3,602,309             $  (.37)

EFFECT  OF  DILUTIVE  SECURITIES
 Options  and  warrants                              -                   -                       -
                                             ----------------     ----------------    --------------

DILUTED  EPS
 (Loss) available to common
  stockholders including assumed
  conversions                                $  (1,333,943)          3,602,309            $  (.37)
                                             ================     ================    ==============

</TABLE>
As  of  December  31, 2001 there were 1,514,607 warrants and options outstanding
which  were  not included in the diluted earnings per share because their effect
was  anti-dilutive  for  the  period  presented.

<TABLE>
<CAPTION>

                                                   FOR  THE  YEAR  ENDED  DECEMBER  31,  2000
                                                  -------------------------------------------
                                                                                             PER
                                                  INCOME               SHARES               SHARE
                                               (NUMERATOR)          (DENOMINATOR)           AMOUNT
                                              ---------------     ----------------    --------------
<S>                                             <C>                     <C>                   <C>

BASIC  EPS
 (Loss) available to common stockholders      $  (399,731)            154,768            $  (2.58)

EFFECT  OF  DILUTIVE  SECURITIES
 Options  and  warrants                              -                    -                    -
                                              ---------------     ----------------    --------------

DILUTED  EPS
 (Loss)  available  to  common
  stockholders  including  assumed
  conversions                                 $  (399,731)            154,768            $ (2.58)
                                              ================    ================    ===============
</TABLE>
                                      F-21
<PAGE>
NOTE  12  -  EARNINGS  PER  SHARE  (CONTINUED)

As  of  December  31,  2001 there were 1,482 warrants outstanding which were not
included  in  the  diluted  earnings  per  share  because  their  effect  was
anti-dilutive  for  the  period  presented.










                                      F-22


<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     On  January 25, 2002 the Company dismissed Rogoff & Company, located in New
York,  as  the Company's principal accountant and engaged A.J. Robbins, P.C., as
its  principal  independent  accountant to audit the financial statements of the
Company  for  the  year  ended  December  31,  2001.

     The  reports  of Rogoff & Company on the Company's financial statements for
the years ended December 31, 1999 and 2000 did not contain an adverse opinion or
a  disclaimer  of opinion, and were not qualified or modified as to uncertainty,
audit  scope  or  accounting  principles.

     The  decision  to change accountants was approved by the Company's Board of
Directors  on  January  25,  2002.  The  Board  of Directors determined that the
Company's  auditing needs could be handled by A.J. Robbins, P.C., as efficiently
and  more  economically  compared  to  the  former  accounting  firm.

     During  the  years  ended  December  31,  1999  and  2000,  there  were  no
disagreements  with  Rogoff  & Company on any matter of accounting principles or
practices,  financial  statement, disclosures or audit scope or procedure, which
disagreements if not resolved to the satisfaction of Rogoff & Company would have
caused  them  to  make  reference  thereto  in  their  reports  on the financial
statements  for  such  periods.


                                    PART  III


ITEM  10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT

     Our  directors  and  executive  officers  are  as  follows:


Name                   Age                         Title
------------          ----  ------------------------------------------------

Paul  Taylor           43     Chairman,  President,  Secretary and Treasurer


     Our director holds office until the next annual meeting of our stockholders
or  until  his  successor is duly elected and qualified.  Our executive officer
serve  at  the pleasure of the Board of Directors.  Set forth below is a summary
description  of the principal occupation and business experience of our director
and  executive  officer  for  at  least  the  last  five  years.

PAUL  TAYLOR.  Paul  Taylor has served as our Chairman, Chief Executive Officer,
Secretary, and Treasurer since April 2000. Since August 2000 Mr. Taylor has also
served as a director of FCOM, Inc. From 1999 through 2000, Mr. Taylor worked for
a  venture  capital  firm  in New York, E-nginuty LLC and from 1998 through 1999
worked  for Traughtman Wasserman and Co., a New York broker-dealer. From 1995 to
1998, Mr. Taylor co-founded Hyde Park Advisors and served as a principal of Hyde
Parks  Advisors  a  NASDAQ  member,  broker  dealer affiliate of Regency Capital
Partners.  From  1993  to  1995, Mr. Taylor served as a Senior Vice President of
W.J.  Nolan  and  Company;  a  New York based Bond Brokerage House. From 1990 to
1993,  Mr.  Taylor  co-founded  the  BGL  Offshore  Fund.

Significant Consultant

ESPER GULLATT JR. Esper Gullatt Jr. has served as a consultant since July, 2001.
For  the  period  from  October, 2000 through July, 2001, Mr. Gullatt worked for
FCOM  providing  business  development services. From March 1999 through October
2000  Mr.  Gullatt  worked  for  Telecom  Wireless Corporation as Executive Vice
President  Business Operations. From July 1998 to March, 1999 Mr. Gullatt served
as  the  Chief  Executive  Officer  for  Capstone  Group  Corporation located in
Englewood  Colorado  and  he  served  as  the  Chief  Financial Officer for Data
Cellular  Computer  Solutions  from  October  1995  through  July  1998.

      In  February, 2002 we entered into an agreement with Esper Gullatt, Jr.
for  a  twelve  month  period  whereby  Mr.  Gullatt's  responsibilities include
providing  consulting  services  related  to the financial preparation of
MarketCentral.net Corp and/or our subsidiaries. We agreed to issue to Mr.
Gullatt  a fee of 750,000 restricted shares of our common stock.


INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

      We  are  not  aware  of  any material legal proceedings that have occurred
within the past five years concerning any director, director nominee, or control
person  which  involved  a criminal conviction, a pending criminal proceeding, a
pending  or  concluded  administrative  or  civil  proceeding  limiting  one's
participation  in  the  securities  or  banking  industries,  or  a  finding  of
securities  or  commodities  law  violations.



ITEM 11. EXECUTIVE  COMPENSATION

Summary  Compensation  Table
<PAGE>
     The  following table sets forth summary information concerning compensation
awarded  to,  earned by or paid to Paul Taylor, our Chairman and Chief Executive
Officer,  for  the  year ended December 31, 2001. The "named executive officer"
received perquisites and other personal benefits in addition to salary and bonus
during the periods stated. Our president did not receive a salary and cash bonus
in  excess  of  $100,000  for  services  rendered  during  those  fiscal  years.

                           SUMMARY  COMPENSATION  TABLE
                             Long-Term  Compensation
                          -----------------------------
         Annual  Compensation                 Awards        Payouts
        ---------------------                 ------        -------
Name  and                             Restricted
Principal                             Stock
Position(s)        Year    Salary($)  Bonus($)  Other($)  Awards(#  shares)
                                              Compensation

Paul  Taylor     2001      $125,000            6,000,000(*)


 ____________

(*) Pursuant to Mr. Taylor's employment agreement, Mr. Taylor agreed to purchase
6,000,000  shares  of  our restricted common stock at the purchase price of $.09
per  share  for  which  payment  we  accepted  a  five  year  promissory  note.


OPTION  GRANTS  IN  FISCAL  YEAR  2001

     We  have  not  granted any options to our officers or directors to purchase
shares  of  our  common  stock  for  the  fiscal  year  ended December 31, 2001.


EMPLOYMENT  AGREEMENTS

     On  October  10, 2001 we entered into an employment agreement to retain the
services  of  Paul  R. Taylor to serve as our chairman for a term of five years.
Pursuant  to  the  agreement  we  have agreed to pay Mr. Taylor a base salary of
$125,000  per  year  and bonuses. Also pursuant to the employment agreement, Mr.
Taylor agreed to purchase 6,000,000 shares of our restricted common stock at the
purchase  price  of  $.09  per  share  for which payment we accepted a five year
promissory  note  at  3%  interest  per year. We have also agreed to provide Mr.
Taylor  with  director's  and  officer's  insurance  of  up  to $1,000,000 which
insurance  we  have  not yet obtained. Included in the agreement, Mr. Taylor has
executed  a  confidentiality  and  a  non-compete  clause  for  the  term of his
employment.

STOCK  PLANS

     Effective  November 27, 2001 we adopted a 2002 stock option plan ("Plan")to
provide  a  means of non-cash remuneration to selected eligible participants who
contribute  most  to  our  operating progress and earning power. Pursuant to the
Plan,  we  have  a total number of 1,000,000 shares of our common stock reserved
for  issuance  either  directly  as  stock  awards  or as shares of common stock
underlying  options  granted.  The  Plan will terminate on November 26, 2005. On
December 4, 2001 we registered the shares of our common stock which underlie our
Plan  on  a Form S-8 registration statement. On January 7, 2002, under our Plan,
we granted a  five  year stock option to purchase 150,000 shares of our common
stock exercisable  at  $.50  per  share  which  options  have  since  been
exercised.


ITEM 12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS  AND  MANAGEMENT

     The  following  table sets forth certain information as of the date of this
Report regarding  the beneficial ownership of our common stock held by each
of our executive officers and directors, individually and as a group and by each
person  who  beneficially  owns  in  excess of five percent of the common stock.

     The  number  of shares of common stock beneficially owned by each person or
entity  is determined under the rules promulgated by the SEC. Under those rules,
beneficial  ownership  includes  any shares as to which the person or entity has
sole  or shared voting power or investment power and shares which that person or
entity  has  the  right  to  acquire within sixty days after March 15, 2002. The
inclusion  in  this  section  of  any  shares deemed beneficially owned does not
constitute  an admission by that person of beneficial ownership of those shares.

                             Number  of  shares  of         Percent  of
                             common  stock                  common  stock
                             beneficially                   beneficially
Name  of                     owned  or  right               owned  or  right
Beneficial  Owner            to  direct  vote(1)            to direct vote (1)
-------------------        -----------------------         -----------------
Paul  Taylor                      6,259,588(2)                 26.7%
Chairman
6401  South  Boston  Street
Englewood,  CO  80111

All  officers  and  directors     6,259,588(2)                 26.7%
as  a  group  (1  person)
___________

(1)     Such  figures  are  based  upon  23,417,170  shares  of our common stock
outstanding  as of March 15, 2002. Except as otherwise noted in these footnotes,
the  nature  of  beneficial  ownership for shares reported in this table is sole
voting  and  investment  power.

(2)     Such figure includes 16,283 shares owned by Mr. Taylor's wife and 16,283
owned  by  Mr.  Taylor's  child.

(3)     The named stockholder beneficially owns an aggregate of 1,153,845 shares
of  the Company's Common Stock. The general partner of Dutchess Private Equities
Fund LP is Dutchess Capital Management, LLC. The principals and managing members
of  Dutchess  Capital  Management,  LLC  that have decision making authority are
Michael  A.  Novielli  and  Douglas H. Leighton. The directors and principals of
Dutchess  Advisors,  Ltd.  that  have  decision  making authority are Michael A.
Novielli,  its  President,  and  Douglas  H.  Leighton,  its  Secretary.


ITEM 13. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We obtained a demand loan from one of our stockholders, Frank Evanshen,  in
the  amount  of  $37,500  on  August  9,  2000,  and in the amount of $28,000 on
November  7,  2000.  The notes bear interest at the Chase Prime Rate plus 1% per
annum.  Unpaid  principal  after  the due/demand  date will accrue  interest  at
10%  per  annum. As of March 15, 2002 the principal amount and interest for such
loans  remain  outstanding.

     We  paid  indirect compensation to Roy Spectorman, our former President, in
the  amount  of $9,000 per month, by  virtue  of a management services agreement
with  New  Horizons Assets Management Corp., a former consultant to us, of which
Mr.  Spectorman  is  the  president  and  beneficial  owner.  We also utilized a
portion  of the  business facilities, computers, telephone and  office  supplies
of  New  Horizons  Asset  Management  Corp.

<PAGE>
     Pursuant  to  an  employment  agreement, Mr. Taylor, our Chairman agreed to
purchase 6,000,000 shares of our restricted common stock from us at the purchase
price  of  $.09  per  share for which payment we accepted a five year promissory
for $540,000 at an annual interest rate of 3%.

     In  January  2001  FCOM, Inc. entered into a convertible debenture with our
former  chief  financial  officer,  Michael Hudson. Mr. Hudson was terminated on
February  6,  2002.  Pursuant  to  the  debenture, FCOM, was to repay Mr. Hudson
$25,000  by  February  1, 2002 plus interest calculated at the rate of 18%. Such
debenture  was  convertible  into  shares  of  Northstar  Network  Corp.  had we
completed  a contemplated merger with Northstar. The principal of such debenture
has  not  yet  been  repaid  by  FCOM  and  remains  outstanding.

     In  February  2001  FCOM,  Inc. borrowed $100,000 from its consultant Esper
Gullatt,  Jr.  due on February 27, 2007 with interest payment  at the rate of %5
per  annum.

     In  December  2001  we  loaned  our  Chairman, Paul Taylor, an aggregate of
$40,000  pursuant  to  three  executed  promissory  notes  which  terms  include
repayment  of  the  principal  loan  plus accrued interest at the rate of 5% per
annum.  Interest  shall  be  computed on the basis of a 360 day year. $20,000 of
such loans are due on December 10, 2006 and the remaining $20,000 shall be due
on December  21,  2006.

     In  February  2002,  we  loaned  our Chairman, Paul Taylor, an aggregate of
$70,000  pursuant to five executed promissory notes payable with interest at the
rate  of 5% per annum. Such notes are due and payable as follows: (i)$10,000 due
on February 20, 2007, (ii) $10,000 due on February 1, 2007, (iii) $25,000 due on
February  4,  2007,(iv) $15,000 due  on  February  6, 2007 and (v)$10,000 due on
February  13,  2007.

     On  June  28, 2001, AdserversOnline issued to Zachary Taylor, the minor son
of  Paul  Taylor,  was  issued 1.5 membership units of AdserversOnline and Esper
Gullatt,  a  former  executive of FCOM, Inc., was issued 1.5 membership units of
AdserversOnline.



                                    PART  IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this Annual Report on Form
10-KSB:

(1)  Financial  Statements

(2)  Exhibits


Exhibit  No.                            Description
-----------                             -----------

3.0     Articles  of Amendment for MarketCentral.net Corp. (a Texas corporation)
filed with the Commission on April 28, 1999 as Exhibit 2.0 to the Company's Form
10SB12G  (File  No.  000-25891)

3.1     Articles  of  Amendment  to  the Articles of Incorporation: All American
Consultant Aircraft, Inc. filed with the Commission on April 28, 1999 as Exhibit
2.1  to  the  Company's  Form  10SB12G  (File  No.  000-25891)

3.2     Articles  of  Incorporation: Great American Leasing, Inc. filed with the
Commission  on April 28, 1999 as Exhibit 2.2 to the Company's Form 10SB12G (File
No.  000-25891)

3.3     By-Laws  filed  with  the Commission on April 28, 1999 as Exhibit 2.3 to
the  Company's  Form  10SB12G  (File  No.  000-25891)

3.4     Articles  of  Incorporation  of  MarketCentral.Net  Corp.  (a  Delaware
corporation,  filed  with the Commission on April 28, 1999 as Exhibit 2.4 to the
Company's  Form  10SB12G  (File  No.  000-25891)

3.5.     2002  Stock  Option Plan filed as Exhibit 2.0 to the Company's Form S-8
filed  with  the  Commission  on  December  4,  2001  (File  No.  333-74466)

10.1     Plan  of Reorganization and Acquisition between MarketCentral.net Corp.
and  FCOM  Inc.  filed  as  Exhibit  2.2  to  the Company's Form 10KSB (File No.
000-25891)  as  filed  with  the  Commission  on  April  2,  2001

10.13     Form of Investment  Agreement  between  the Company, Dutchess Private
Equities Fund,  LP  and  PLJ  Limited,  LLP dated December  10, 2001

10.14     Form of Registration  Rights  Agreement  dated  December  10, 2001
between the Company, and  Dutchess  Private  Equities Fund and PLJ Limited, LLP

10.15     Form of Escrow  Agreement dated December 10, 2001, between the Company
and May Davis Group, Inc.

<PAGE>
10.16     Marketing Agreement between the Company and Adserversonline, LLC dated
July  18,  2001 filed as an exhibit to the Company's Form SB2  filed
with the Commission on March 18, 2002 and incorporated by reference herein.

10.17     Asset  Purchase Agreement dated August 9, 2001 between the Company
and  Computer  Hardware  Corporation filed as an exhibit to the Company's Form
SB2  filed with the Commission on March 18, 2002 and incorporated by reference
herein.

10.18     Consulting  Agreement dated January 31, 2002 between The N.I.R. Group,
LLC  and  the  Company filed as an exhibit to the Company's Form SB2  filed
with the Commission on March 18, 2002 and incorporated by reference herein.

10.19     Form  of  Securities Purchase Agreement dated January 31, 2002 between
AJW  Partners,  LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.2  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.20     Form  of  Stock  Purchase  Warrant  dated January 31, 2002 between AJW
Partners,  LLC,  New  Millennium  Capital  Partners  II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.3  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.21     Form  of  Secured  Convertible  Debenture  dated  January 31, 2002 AJW
Partners,  LLC,  New  Millennium  Capital  Partners  II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.4  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.22     Form  of  Registration Rights Agreement dated January 31, 2002 between
AJW  Partners,  LLC, New Millennium Capital Partners II, LLC, AJW/New Millennium
Offshore, LTD and Pegasus Capital Partners, LLC and the Company filed as Exhibit
10.6  to  the  Company's  Form  8K filed with the Commission on February 7, 2002
(File  No.  000-25891)

10.23     Security  Agreement  dated January 31, 2002 between AJW Partners, LLC,
New  Millennium  Capital  Partners II, LLC, AJW/New Millennium Offshore, LTD and
Pegasus  Capital  Partners,  LLC  and  the  Company filed as Exhibit 10.5 to the
Company's  Form  8K  filed  with  the  Commission  on February 7, 2002 (File No.
000-25891)

10.24     Agreement  dated  March  6, 2002 between the Company and Atlantis
Investments  Limited filed as an exhibit to the Company's Form SB2  filed
with the Commission on March 18, 2002 and incorporated by reference herein.

23.1      Consent  of  AJ. Robbins, P.C.


(b) Reports on Form 8-K
There were no reports filed on a Form 8-K for the fourth quarter of the
fiscal year ended December 31, 2001.

Subsequent Reports:
A  Current  Report on Form 8-K relating to the Company's sale of its convertible
debentures  was  filed with the Commission on February 7, 2002. A Current Report
on  Form  8-K  relating  to  the Company's change of auditors was filed with the
Commission  on  February  5,  2002.  A  Current Report on Form 8-K relating to a
change  of  control  of  the  Company  was  filed  on  January  4,  2002.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: March 18, 2002                    MARKETCENTRAL.NET CORP.
                                         By: /s/ Paul R. Taylor
                                         -----------------------
                                         Paul R. Taylor,
                                         Principal Executive Officer and
                                         Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant  and in the capacities and on the dates indicated.

Date:  March 18, 2002

/s/ Paul R. Taylor                   Chairman, Principal Executive Officer and
Paul R. Taylor                       Principal Accounting Officer