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

                                   FORM  10-KSB/A
(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/A or  any  amendment  to  this  Form  10-KSB/A.  [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>



                          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 (Deficit)   F-5

Consolidated  Statements  of  Cash  Flows                                  F-7

Notes  to  Consolidated  Financial  Statements                             F-8



                                      F-1
<PAGE>


<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  (deficit),  and cash flows for the year then
ended  and  for  the period 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 the period 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.  Management's  plans  are  also discussed in Note 1.  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


                                      F-2
<PAGE>


                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                           ==========================

<TABLE>
<CAPTION>
                                                        December 31,
                                                            2001
                                                       --------------
<S>                                                    <C>
CURRENT ASSETS:
 Cash                                                  $           -
 Interest receivable, related party                            9,856
 Deposits                                                        250
 Employee receivable                                               -
 Deferred offering costs                                     320,000
 Prepaid expenses                                            108,970
 Other assets                                                      -
                                                       --------------

       Total Current Assets                                  439,076

EQUIPMENT, net of accumulated depreciation                    10,239

EQUITY INVESTMENT                                              8,115

NOTES RECEIVABLE, related party                               34,151

OTHER INTANGIBLES                                              6,999
                                                       --------------

                                                       $     498,580
                                                       ==============

CURRENT LIABILITIES:
 Cash overdraft                                        $       1,890
 Accounts payable                                             92,769
 Accrued expenses                                             74,112
 Convertible debt                                                  -
 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                                2,326,464
 Subscription receivable                                    (540,000)
 (Deficit) accumulated during the development stage       (1,664,545)
                                                       --------------

       Total Stockholders' Equity                            123,764
                                                       --------------

                                                       $     498,580
                                                       ==============
</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENT

                                      F-3
<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
                                      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>


REVENUE:                              $         -   $       -          $         -


OPERATING EXPENSES:
 General and administrative expense     1,255,861     399,139            1,655,000
 Depreciation                               2,708         592                3,300
                                      ------------  ----------------  ----------------


         Total Operating Expenses       1,258,569     399,731            1,658,300
                                      ------------  ----------------  ----------------



OTHER INCOME (EXPENSE):
 Interest income                            9,856           -                9,856
 Interest expense                         (12,960)          -              (12,960)
 Loss on equity investment                 (3,141)          -               (3,141)
                                      ------------  ----------------  ----------------


       Net Other Income (Expense)          (6,245)          -               (6,245)
                                      ------------  ----------------  ----------------



NET (LOSS)                            $(1,264,814)  $(399,731)         $(1,664,545)
                                      ============  ================  ================


NET (LOSS) PER SHARE                  $      (.35)  $   (2.58)
                                      ============  ==========

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

</TABLE>

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENT

                                      F-4

<PAGE>



                    MARKETCENTRAL.NET CORP. AND SUBSIDIARIES
                               (F/K/A FCOM, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                FOR THE PERIODS ENDED DECEMBER 31, 2000 AND 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
Effect of reverse acquisition                               268,854        27          -              -             -           27
Net (loss) for the period                                         -         -          -              -      (399,731)    (399,731)
                                         -------------   -----------  -------- -------------  ------------  -----------  ----------
BALANCES, December 31, 2000                                 423,622        42    322,095              -       (399,731)    (77,594)

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
Stock assumed in acquisition with FCOM  March 21, 2001                          (248,282)             -              -    (248,282)
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 (DEFICIT)
                FOR THE PERIODS ENDED DECEMBER 31, 2000 AND 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)                                                         -        -              -          -      (1,264,814)(1,264,814)
                                      -----------------   ----------  ---------  -------------  ------------ -----------  ---------

BALANCES, December 31, 2001                               18,418,004   $1,845    $ 2,326,464    $ (540,000)  $(1,664,545) $123,764
                                      =================   ==========  =========  =============  ============ ============ =========


</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)                                                                       $(1,264,814)  $(399,731)  $(1,664,545)
 Adjustments to reconcile net (loss) to net cash from     operating activities:
   Depreciation                                                                         2,708         592         3,300
   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:
   Other current assets                                                                (5,681)     (4,425)      (10,106)
   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                                     (254,949)   (198,200)     (453,149)
                                                                                  ------------  ----------  ------------


CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
 Equity investment                                                                     (4,630)          -        (4,630)
 Purchase of equipment                                                                      -     (13,539)      (13,539)
 Notes receivable, related party                                                      (19,837)    (14,314)      (34,151)
                                                                                  ------------  ----------  ------------


         Net Cash (Used) by Investing Activities                                      (24,467)    (27,853)      (52,320)
                                                                                  ------------  ----------  ------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
 Payments of convertible debt                                                         (42,500)          -       (42,500)
 Proceeds from notes payable and line of credit                                        29,803           -        29,803
 Proceeds from 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   $         -
                                                                                  ============  ==========  ============

Cash paid for interest                                                            $         -   $       -   $         -
                                                                                  ============  ==========  ============

</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.  The  Company's  year  end  is  December  31.

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.

PLAN  OF  OPERATION
-------------------
The Company is 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.
The  Company  offers advertisers capabilities for advert delivery, targeting and
audience  tracking.  The  Company  has  initiated  the  following  actions  and
strategies  with  regards  to  the  on-going  advancement  of  their  business
opportunities:

-    Negotiated  the  Joint  Marketing  Agreement  with  AdServersOnline;

-    Conducted  due  diligence  with  respect  to  potential  Internet  service
     providers  that  may  be  interested  in  purchasing  Ad-Apt;

-    Negotiated  agreements  with Internet service providers for the purchase of
     the  AdServersOnline  services,  which  have  not yet been consummated; and

-    Organized  beta  tests  conducted  with  Internet  service providers of the
     Ad-Apt  technology  offered  by  AdServersOnline.

The  Company  has not generated revenue and there is no assurance that they will
be  able  to  generate  revenue.  The  Company  anticipates  having  to  secure
additional  capital to meet their on-going requirements and to meet their stated
objectives.  The  Company  is  in the process of identifying potential investors
and  will  need  to  raise  additional  funds within the next six months.    Any
significant  capital  expenses or increases in operating costs will be dependent
on  their  ability  to  raise  additional  capital,  debt  financing or generate
revenue.  The  Company  does  not  have  plans  for  the  increase  in  capital
expenditures.

                                      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

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  pricing  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.

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 using the Black-Sholes pricing
model  of  $34,000  was  recorded  as  an  additional  capital  contribution  to
AdServers.  Significant assumptions used were a risk-free interest rate of 4.50%
and  volatility  of  413%.

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 in the case of options and warrants
which  have  been  valued  using the Black-Scholes pricing model to estimate the
fair  market  value.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

                                      F-9

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

Provisions  will  be  recorded  for  returns,  concessions,  and  bad debts when
revenues  are  recorded.

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.

EMPLOYEE  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 period
presentations.
                                      F-12
<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)

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
--------------------------------------------
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 currently does
not  believe  adoption  of  SFAS  Nos.  141  and 142 will have any effect on the
Company  or  its  operations.

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-13
<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 recapitalization of the Company for
accounting  purposes.  The operations of MarketCentral.net Corp. are included in
the  financial  statements  beginning  on  March  21, 2001.  The Company assumed
$248,282  in  debt  in  the  transaction and has recorded this as a reduction of
additional  paid  in  capital.

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.

              Fcom, Inc.    MarketCentral
           From Inception    .Net, Corp
          (August 2, 2000)  For The Year
                To             Ended
            December 31,     December 31,     (A)  Proforma       (B) Proforma
                2000            2000           Adjustments        Consolidated
             -------------  ---------------  -----------------  ---------------
Revenues     $        -        $  11,029          $  -             $  11,029
Expenses        399,731          476,227             -               875,958
             -------------  ---------------  -----------------  ---------------


Net  loss    $  (399,731)      $(465,198)         $  -             $(864,929)
             =============  ================  ================   ==============


Loss  per  share                                                   $   (5.59)
                                                                  =============

                                      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

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 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.  Subsequent  to  year  end,  the board of
directors  increased  the  number  of  shares  reserved  by  4,000,000.

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     .09    148,128
Exercised                       (199,375)          -     .05    (10,228)
                                ---------  ---------  ------  ----------

Outstanding, December 31, 2001   269,375   1,245,232  $  .10  $ 155,684
                                =========  =========  ======  ==========

</TABLE>

                                      F-15
<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)

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 8% 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.  The Company also had
stock-based  compensation  which  was recorded as capitalized prepaid consulting
fees  of  $101,970  and  $-0-  during  the  periods  ended December 31, 2001 and
December  31,  2000.  In  estimating  the  above  expense  the  Company used the
Black-Scholes  pricing  model.  The  average  risk-free  interest  rate used was
3.50%-4.50%,  volatility was estimated at 408.00%-413.00%, 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
December  31,  2001  and  2000 because no stock options were issued during these
periods.

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 at 8% per annum with principal and accrued interest due
at  maturity.  The  Company loaned the officer/stockholder an additional $60,000
subsequent  to  year  end  with  similar  note  terms.

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

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 accrues 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  of  $4,875  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.

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.
                                      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)

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 non-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.

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 December 31, 2001 5,048,716 shares were sold for $180,441 and the
Company  issued  150,000 warrants.  Subsequent to year end 3,351,284 shares were
sold  for  $107,988  and  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.
                                      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)

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 at
a  conversion  price  calculated  at  the  time  of conversion for the aggregate
consideration  of  $500,000  and warrants to purchase 1,000,000 shares of common
stock,  exercisable  at  the  lesser of $.057 or the average of the lowest three
trading  prices during the 20-day period prior to exercise, expiring January 31,
2005.  On  January 31, 2002 the Company received $250,000 and issued warrants to
purchase 500,000 shares of common stock valued at $97,500 to be expensed as loan
fees  over  the  length  of  the  note.  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 three month
period  ended  March  31,  2002.

CONSULTING  AGREEMENTS
----------------------
In  July 2001 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.

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  $2,750.

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  issued  on  July 17, 2001 and a five-year warrant to
purchase  62,500  shares  of  common  stock  at  $1.60 per share.  (See Note 5).

                                      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  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,  valued  at  $17,000.

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.

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.

                                      F-20
<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  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  valued  at  $55,000.

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  valued  at  $172,500.

NOTE  12  -  EARNINGS  PER  SHARE

<TABLE>
<CAPTION>


                              For  the  Year  Ended  December  31,  2001
                              -------------------------------------------
                                                              Per
                                   Loss          Shares       Share
                                (Numerator)   (Denominator)   Amount
                                ------------  -------------  --------
<S>                                <C>           <C>            <C>
BASIC EPS
 (Loss) available to common
stockholders                    $(1,264,814)      3,602,309  $  (.35)

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

DILUTED EPS
 (Loss) available to common
stockholders including assumed
conversions                     $(1,264,814)      3,602,309  $  (.35)
                                ============  =============  ========

</TABLE>

                                      F-21

<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  (CONTINUED)

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  Period  Ended  December  31,  2000
                             ---------------------------------------------
                                                               Per
                                   Loss          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>



As  of  December  31,  2000 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>

                                   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: July 12, 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:  July 12, 2002

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