United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

                             MARKETCENTRAL.NET CORP.
             (Exact name of Registrant as specified in its charter)

Texas                                                                 76-0270330
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

6401  South  Boston,  Q205,  Englewood  CO                                 80111
(Address of principal executive offices)                              (Zip Code)




                              CONSULTING AGREEMENT
                              (Full Title of Plan)

                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                             Dated: October 15, 2001


                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    250,000      |  $0.06          |   $15,000      |  $3.75      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to  the  last trading date, October 12 2001, average
close,  discounted  by  50%.

                                        1
<PAGE>

                                     PART I

                                 Not applicable.

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Texas a majority of all shareholders
entitled to vote at a shareholders meeting regularly called upon notice may take
action  as  a  majority  and  give notice to all shareholders of such action. No
market  presently  exists  for  the  securities  of  this  Issuer.


ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     A service provider, consultant, has an interest in the securities requested
to  be  issued.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

          Each  Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his

                                        2
<PAGE>

heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding
had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law.?

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.06 per
share  per  $0.06  of  services  performed.

ITEM  9.  UNDERTAKINGS.

     Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  October  15,  2001


                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by


/s/Paul  Taylor                                           /s/Paul  Taylor
   Paul  Taylor                                              Paul  Taylor
   President/Director                                        Secretary/Director

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295   34190 Sepulveda Avenue, Suite 200      fax  (949)487-7285
                           Capistrano Beach CA 92624

                                October 12, 2001

To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $15,000 in
the  form  of  250,000  shares  of  common  stock  to  be  registered  thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  Consulting Agreement is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  the  securities  would be and must be treated as the equivalent of cash
paid  and  received  back as the purchase of securities. The Securities would be
issued  in compensation for services at the rate of $0.06 per share for $0.06 of
services  performed.  These  services  were  duly invoiced pursuant to an agreed
time-fee agreement, and none of the services billed or performed pursuant to the
Consulting  Agreement  were  direct  or indirect commissions or compensation for
raising  funds  for  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.


                                Very Truly Yours,


                             /s/ William Stocker
                                 William Stocker
                           special securities counsel

                                        5
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 2

            CONSULTING AGREEMENT BETWEEN SHELLEY GOLDBERG AND ISSUER
--------------------------------------------------------------------------------

                                        6
<PAGE>

                              CONSULTING AGREEMENT


1.     Introduction.  This  Agreement  is  made  and entered into this Thursday,
October  11, 2001, by and between Shelley Goldberg 21157 Ormond Court Boca Raton
FL  33433 ("Consultant"), and MarketCentral.net Corp. having its principal place
of  business  at  6401  S.  Boston  St.,  Q205,  Englewood, CO 80111 ("Client").

2.     Description  of  Services.  During the term of this Agreement, Consultant
will  diligently  use  best efforts to provide consulting services related to an
Acquisition Candidate, Due Diligence and Translation Services and for Client, as
decided  upon  by  the  Client.

3.     Term  of  Agreement.  Consultant shall be retained for the above services
on  a  non-exclusive basis for a term of six  (6) months, commencing on the date
hereof.

4.     Where  Services  Are  to  Be  Performed.  Consultant's  services  will be
performed  at  Consultant's  facilities  or  such  other  places that are deemed
appropriate  by  Consultant.

5.     Compensation.  Client  will  pay 250,000 shares of MKCT common stock as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

6.     Reimbursement  of  Expenses.  Client  will  reimburse  Consultant for all
authorized  expenses  incurred  by  Consultant  required in connection with this
Agreement.  Reimbursement  of  expenses  shall  be made on the basis of itemized
statements  submitted  by  Consultant  and  including, whenever possible, actual
bills,  receipts,  or other evidence of expenditures.  Payment is due within ten
(10)  days  after  delivery  of  statements  to  Client.

7.     Consultant  an  Independent  Contractor.  Consultant  will  furnish
Consultant's  services  as  an  independent contractor and not as an employee of
Client,  or  of  any company affiliated with Client.  Consultant has no power or
authority  to act for, represent, or bind Client, or any company affiliated with
Client  in any manner.  Consultant is not entitled to any medical coverage, life
insurance, participation in Client's savings plan, or other benefits afforded to
Client's  regular  employees,  or those of any of Client's affiliated companies.


8.     Confidential  Information, Trade Secrets and Inventions.  Consultant will
treat  as  proprietary  and  confidential  any  Confidential  Information, Trade
Secrets  and  Inventions,  belonging  to Client, or affiliated companies, or any
third  parties,  disclosed to Consultant in the course of Consultant's services.
For  purposes  of  this  Agreement, "Confidential Information, Trade Secrets and
Inventions"  means  all  information,  processes,  process  parameters, methods,
practices,  techniques,  plans,  computer  programs  and  related documentation,

                                        7
<PAGE>

customer  lists,  price  lists,  supplier  lists,  marketing  plans, advertising
materials,  financial  information,  and  all  other compilations of information
which  relate,  directly  or  indirectly,  to  the business and/or operations of
Client  and/or  which  have  not  been  intentionally disclosed by Client to the
general  public,  and/or  which  may give the Client an opportunity to obtain an
advantage  over  other competitors, persons or parties, regardless of the source
from,  or  method  or  manner  by  which  Consultant  may  have  acquired  same.

9.     Inside  Information  -- Securities Laws Violations.  In the course of the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

10.     Warranty  That Agreement Does Not Contemplate Corrupt Practices-Domestic
or Foreign.  Consultant represents and warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

11.     General  Provisions.

(a)     Successors  and  Assigns.  This  Agreement is intended to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

(b)     Governing Law.  This Agreement shall be construed in accordance with and
governed  by the laws of the State of Texas and shall be enforceable only in any
U.S.  District  Court  of Texas in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

(c)     Separate  Enforcement  of  Provisions.  If for any reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

(d)     Modification  of  Agreement.  This  Agreement  may  only  be modified in
writing  signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

                                        8
<PAGE>

(e)     Effective  Date.  Regardless  of  when  executed,  the parties expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

(f)     Entire  Document.  This  Agreement  constitutes  the  sole  and  entire
agreement  among  the  parties  with  respect  to  the subject matter hereof and
replaces  and supersedes any and all prior understandings and agreements between
the  parties,  whether  oral  or  written,  express  or  implied.

(g)     Indemnity.  Each party hereby expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

(h)     Arbitration.  Any  controversy  or  claim  arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  resolved  by binding and
specifically  enforceable  arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Any  arbitration  hereunder  shall  be  held only in Englewood, CO and
enforced only in the state district court situated therein.  No appeals shall be
permitted.

(i)     Execution  of  Agreement.  This  Agreement  shall be deemed to have been
executed  in  Englewood,  CO.


                              Consultant:     Shelley  Goldberg
                              By: /s/ Shelley Goldberg


                              Client:  MarketCentral.net  Corp
                              By:  /s/Paul Taylor

                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "r01s802.txt", "description": "MARKETCENTRAL.NET S8 FILING", "secsgml_size_bytes": 19896}]
{"company-data": {"conformed-name": "MARKETCENTRAL NET CORP", "cik": "0001068170", "assigned-sic": "7389", "irs-number": "760270330", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71584", "film-number": "1759109"}, "business-address": {"street1": "300 MERCER ST SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "9492489561"}, "mail-address": {"street1": "300 MERCER STREET SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003"}, "former-company": {"former-conformed-name": "ALL AMERICAN CONSULTANT AIRCRAFT INC", "date-changed": "19990210"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

                             MARKETCENTRAL.NET CORP.
             (Exact name of Registrant as specified in its charter)

Texas                                                                 76-0270330
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

6401  South  Boston,  Q205,  Englewood  CO                                 80111
(Address of principal executive offices)                              (Zip Code)

                              CONSULTING AGREEMENT
                              (Full Title of Plan)

                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                             Dated: October 15, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    250,000      |  $0.06          |   $15,000      |  $3.75      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to  the  last trading date, October 12 2001, average
close,  discounted  by  50%.

                                        1
PART I

                                 Not applicable.

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Texas a majority of all shareholders
entitled to vote at a shareholders meeting regularly called upon notice may take
action  as  a  majority  and  give notice to all shareholders of such action. No
market  presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     A service provider, consultant, has an interest in the securities requested
to  be  issued.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

          Each  Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his

                                        2
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding
had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law.?

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.06 per
share  per  $0.06  of  services  performed.

ITEM  9.  UNDERTAKINGS.

     Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  October  15,  2001

                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by

/s/Paul  Taylor                                           /s/Paul  Taylor
   Paul  Taylor                                              Paul  Taylor
   President/Director                                        Secretary/Director

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295   34190 Sepulveda Avenue, Suite 200      fax  (949)487-7285
                           Capistrano Beach CA 92624

                                October 12, 2001

To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $15,000 in
the  form  of  250,000  shares  of  common  stock  to  be  registered  thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  Consulting Agreement is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  the  securities  would be and must be treated as the equivalent of cash
paid  and  received  back as the purchase of securities. The Securities would be
issued  in compensation for services at the rate of $0.06 per share for $0.06 of
services  performed.  These  services  were  duly invoiced pursuant to an agreed
time-fee agreement, and none of the services billed or performed pursuant to the
Consulting  Agreement  were  direct  or indirect commissions or compensation for
raising  funds  for  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                             /s/ William Stocker
                                 William Stocker
                           special securities counsel

                                        5
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                                    EXHIBIT 2

            CONSULTING AGREEMENT BETWEEN SHELLEY GOLDBERG AND ISSUER
--------------------------------------------------------------------------------

                                        6
CONSULTING AGREEMENT

1.     Introduction.  This  Agreement  is  made  and entered into this Thursday,
October  11, 2001, by and between Shelley Goldberg 21157 Ormond Court Boca Raton
FL  33433 ("Consultant"), and MarketCentral.net Corp. having its principal place
of  business  at  6401  S.  Boston  St.,  Q205,  Englewood, CO 80111 ("Client").

2.     Description  of  Services.  During the term of this Agreement, Consultant
will  diligently  use  best efforts to provide consulting services related to an
Acquisition Candidate, Due Diligence and Translation Services and for Client, as
decided  upon  by  the  Client.

3.     Term  of  Agreement.  Consultant shall be retained for the above services
on  a  non-exclusive basis for a term of six  (6) months, commencing on the date
hereof.

4.     Where  Services  Are  to  Be  Performed.  Consultant's  services  will be
performed  at  Consultant's  facilities  or  such  other  places that are deemed
appropriate  by  Consultant.

5.     Compensation.  Client  will  pay 250,000 shares of MKCT common stock as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

6.     Reimbursement  of  Expenses.  Client  will  reimburse  Consultant for all
authorized  expenses  incurred  by  Consultant  required in connection with this
Agreement.  Reimbursement  of  expenses  shall  be made on the basis of itemized
statements  submitted  by  Consultant  and  including, whenever possible, actual
bills,  receipts,  or other evidence of expenditures.  Payment is due within ten
(10)  days  after  delivery  of  statements  to  Client.

7.     Consultant  an  Independent  Contractor.  Consultant  will  furnish
Consultant's  services  as  an  independent contractor and not as an employee of
Client,  or  of  any company affiliated with Client.  Consultant has no power or
authority  to act for, represent, or bind Client, or any company affiliated with
Client  in any manner.  Consultant is not entitled to any medical coverage, life
insurance, participation in Client's savings plan, or other benefits afforded to
Client's  regular  employees,  or those of any of Client's affiliated companies.

8.     Confidential  Information, Trade Secrets and Inventions.  Consultant will
treat  as  proprietary  and  confidential  any  Confidential  Information, Trade
Secrets  and  Inventions,  belonging  to Client, or affiliated companies, or any
third  parties,  disclosed to Consultant in the course of Consultant's services.
For  purposes  of  this  Agreement, "Confidential Information, Trade Secrets and
Inventions"  means  all  information,  processes,  process  parameters, methods,
practices,  techniques,  plans,  computer  programs  and  related documentation,

                                        7
customer  lists,  price  lists,  supplier  lists,  marketing  plans, advertising
materials,  financial  information,  and  all  other compilations of information
which  relate,  directly  or  indirectly,  to  the business and/or operations of
Client  and/or  which  have  not  been  intentionally disclosed by Client to the
general  public,  and/or  which  may give the Client an opportunity to obtain an
advantage  over  other competitors, persons or parties, regardless of the source
from,  or  method  or  manner  by  which  Consultant  may  have  acquired  same.

9.     Inside  Information  -- Securities Laws Violations.  In the course of the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

10.     Warranty  That Agreement Does Not Contemplate Corrupt Practices-Domestic
or Foreign.  Consultant represents and warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

11.     General  Provisions.

(a)     Successors  and  Assigns.  This  Agreement is intended to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

(b)     Governing Law.  This Agreement shall be construed in accordance with and
governed  by the laws of the State of Texas and shall be enforceable only in any
U.S.  District  Court  of Texas in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

(c)     Separate  Enforcement  of  Provisions.  If for any reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

(d)     Modification  of  Agreement.  This  Agreement  may  only  be modified in
writing  signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

                                        8
(e)     Effective  Date.  Regardless  of  when  executed,  the parties expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

(f)     Entire  Document.  This  Agreement  constitutes  the  sole  and  entire
agreement  among  the  parties  with  respect  to  the subject matter hereof and
replaces  and supersedes any and all prior understandings and agreements between
the  parties,  whether  oral  or  written,  express  or  implied.

(g)     Indemnity.  Each party hereby expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

(h)     Arbitration.  Any  controversy  or  claim  arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  resolved  by binding and
specifically  enforceable  arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Any  arbitration  hereunder  shall  be  held only in Englewood, CO and
enforced only in the state district court situated therein.  No appeals shall be
permitted.

(i)     Execution  of  Agreement.  This  Agreement  shall be deemed to have been
executed  in  Englewood,  CO.

                              Consultant:     Shelley  Goldberg
                              By: /s/ Shelley Goldberg

                              Client:  MarketCentral.net  Corp
                              By:  /s/Paul Taylor

                                        9