SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

                                    formerly

                     ALL AMERICAN CONSULTANT AIRCRAFT, INC.

                          GREAT AMERICAN LEASING, INC.


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

300  Mercer  Street,  Suite  26J,  New  York  NY                           10003
(Address of principal executive offices)                              (Zip Code)



                 WEB SITE DESIGN AND HOSTING SERVICES AGREEMENT
                              (Full Title of Plan)


                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                  June 8, 2000


                       CALCULATION OF REGISTRATION FEE (1)

<TABLE>
<CAPTION>
<S>                      <C>           <C>              <C>         <C>
Title of Securities to   Amount to be  Proposed         Proposed    Amount of
be Registered            Registered    Maximum          Maximum
                                       Offering         Aggregate   Registration
                                       Price per Unit   Offering    Fee
                                                        Price
--------------------------------------------------------------------------------
0.0001 par value              10,873  $          2.00  $   21,745  $        5.74
--------------------------------------------------------------------------------
Common Stock             shares        per share
================================================================================
</TABLE>

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, June 7, 2000, average close,
discounted  by  30%.
                                        1
<PAGE>

--------------------------------------------------------------------------------
                                     PART I
--------------------------------------------------------------------------------

ITEM  1.  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  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  2.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  3.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     John  Romano,  the  service  provider,  has  an  interest in the securities
requested  to  be  issued.

ITEM  4.  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
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

                                        2
<PAGE>

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  5.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  6.  EXHIBITS.

     Provided  as  an  exhibit  hereto is a Web Site Design and Hosting Services
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  $2.00  per  share  per  $2.00  of  services  performed.

ITEM  7.  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  June  8,  2000.




                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION


                                       by

/s/                    /s/
Roy  Spectorman        Jerry  Kaplan
President/Director     Secretary/Director

                                        3
<PAGE>

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

                 WEB SITE DESIGN AND HOSTING SERVICES AGREEMENT
--------------------------------------------------------------------------------

                                        4
<PAGE>

April  1,  2000

MarketCentral.net  Corp
300  Mercer  Street
Suite  26  J
New  York,  NY  10003
Attn:     Roy  Spectorman

Re:     John  Romano  Web  Site  Design  and-Hosting


Dear  Mr.  Spectorman:

This letter agreement (hereinafter, this "Agreement") sets forth the terms under
which  John  Romano  ("John
Romano")  will  provide MarketCentral.net Corp. ("Client") with certain services
("Service")  described  below.

1.     John  Romano  will  provide  Client  with  the  following  services:

1.1     John  Romano will distribute on-line content (the "Content") provided by
Client.  Client  hereby  represents  and warrants to John Romano that Client has
the  rights,  or  required  written consent of all necessary patties (Including,
without  limitation, all artists, performers, Producers, composers, writers, and
labels), for the distribution of the Content over the Internet, and will provide
such  consents  to  John  Romano  upon  request.

1.2     Client  will  receive  the  following  hosting  services:

           30  MB  of  disk  space  and  2.5  GB  of  data  transfer  per  month
           Web  usage  statistics  accessed  via  WWW
           Corporate  E-mail  Forwarding  (1  box)
           Chat  Server  Hosting  (3  Rooms)

2.     Client  agrees  to pay John Romano design fees according to the following
rates.  Client  will  pay  John  Romano $75  per hour for HTML pages designed or
redesigned by John Romano.  Client will pay  John  Romano  $95 per hour  for the
design or redesign of custom graphics as well as any Internet programming.

                                        5
<PAGE>

3.     In addition.  Client agrees to pay John Romano $375.50 per month, payable
in  advance  each  month during the term hereof, for the hosting and maintenance
services provided by John Romano, Said monthly fee shall be prorated accordingly
in  the  event that this Agreement commences or expires an a date other than the
first  day  or  last  day,  respectively,  of  a  month.

4.     Client agrees to pay John Romano $2 per 1MB of disk space over 30 MB used
per  month,  and  $0.12  per  MB  of  data  transfer  over  2.5,GB  per  month.

5.     John Romano shall negotiate with lnterNIC to have the Client's registered
domain  name  assigned  the  Internet  Protocol  (hereafter  "IP")  address
corresponding  with  the  John  Romano  server  hosting the Client content.  The
domain  name  and  IP  address  are  as  follows:

Marketcentral.net       12.14.80.75

6.     This  agreement shall be effective for the period beginning April 1, 2000
and  ending  June  30,  2000.

7.     Client  agrees  that  the  Content  will  comply in all respects with the
Content  Editorial  Standards  as  established  by John Romano from time to time
(including  without  limitation  the  current Content Editorial Standards as set
forth  on  Exhibit  1,  attached  hereto).

8.     Without  limitation  of the foregoing, John Romano will have the right to
remove,  without  prior notice to Client, any Content that in John Romano's sole
opinion  does  not  comply  with  the  content Editorial Standards or that could
subject  John  Romano to potential liability to a third party.  John Romano will
use  reasonable  efforts  to  notify Client following any removal of any Content
from  the  Service's  network.

9.     In  the  event  that  any  virus  or  destructive  element is found in or
furnished with any Content, Client will use its best efforts, upon learning that
such situation exists, to immediately eliminate the virus or destructive element
Client  will  notify  John  Romano  as  to  the  existence  of any such virus or
destructive  element  immediately  upon  discovery thereof, and John Romano will
have  the  right  (at  Client's expense) to take any steps it deems necessary to
eliminate  the  virus  or  destructive  element.

10.     Client  warrants  and  represents  to John Romano that: (a) the content
will,  at  all times, adhere to and comply with the Content Editorial Standards,
(b)  Client has the right, power and authority to enter into this Agreement, and
neither  the  Content or other materials appearing on the Web site, nor Client's
exploitation thereof by means of the Web site, will violate or infringe upon the
copyright  patent,  literary,  privacy, publicity, trademark, source mark Or any
other  personal, moral or property right of any Person. or constitute a libel or
defamation  of any Person whatsoever, (c) Client is and will continue to be the
sole  owner  of  all right, title and interest, including without limitation all
rights  under  copyright, in and to the Content and each clement thereof, except
for elements of the content which are: (i) validly licensed to Client for use as
contemplated herein, or (ii) in the public domain, (d) Client will comply in all
material  respects  with  all applicable federal. state and local laws, statues,

                                        6
<PAGE>

ordinances,  rules  and  regulations  within  the  United States and any foreign
country  having  jurisdiction,  and  all  applicable  rules,  regulations  and
requirements  of any union or guild having jurisdiction; (e) the Content and all
other  materials  furnished  by Client hereunder shall at all times be free from
viruses and destructive features; and (f) the Content will be factually accurate
and  will  not  cause  any  loss,  injury,  damage  or  death.

                                        7
<PAGE>

11.  Warranties  and  Exclusions

     11.1 John Romano warrants that the Service will perform as described.  John
Romano  does not warrant that the operation of the Service will be uninterrupted
or  error  free-  In  the event of improper performance or nonperformance of the
Service, John Romano will provide a refund, credit or other reimbursement of the
charges  paid  to  John  Romano  for  any  portion  of  the  service.

     11.2     EXCEPT  AS SPECIFICALLY SET  FORTH HEREIN,  JOHN ROMANO MAKES NO
REPRESENTATIONS  OR  WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
THE  WEB  SITE  OR  TTIE SERVICES PROVIDED OR,THE FUNCTIONALITY, PERFORMANCE OR
RESULTS  OF  USE  THEREOF.  WITHOUT LIMITING THE FOREGOING, JOHN ROMANO DOES NOT
WARRANT  THAT THE WEB SITE OR THE SERVICES PROVIDED OR THE OPERATION THEREOF ARE
OR  WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED OR MEETS OR WILL MEET CLIENT'S
REQUIREMENTS.

12.     Limitation  of  Liability

12.1     JOHN  ROMANO'S  ENTIRE LIABILITY AND CLIENT'S REMEDY FOR LOSS OR DAMAGE
CAUSED  BY  ANY  SOFTWARE  DEFECT  OR  FAILURE,  OR  ARISING  FROM JOHN ROMANO'S
PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION,
WHETHER  IN  CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE
WILL  BE  NO  MORE  THAN  As  FOLLOWS:  ,

A,     FOR  IMPROPER PERFORMANCE OR NONPERFORMANCE OF THE SERVICE, THE AMOUNT OF
THE  CHARGES  PAID  TO JOHN ROMANO FOR THE PORTION OF THE SERVICE THAT PERFORMED
IMPROPLERLY  OR  FAILED  TO  PERFORM.

B.     FOR  BODILY  INJURY  OR  DEATH  TO  ANY PERSON NEGLIGENTLY CAUSED BY JOHN
ROMANO,  YOUR  RIGHT  TO  PROVEN  DAMAGES.

C.     FOR  CLAIMS OTHER THAN THOSE SET FORTH ABOVE, JOHN ROMANO'S LIABILTY WILL
BE  LIMITED  TO  DIRECT  DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED THE
LESSER OF (1) THE FEES AND CHARGES ACTUALLY PAID TO JOHN ROMANO HEREUNDER FOR NO
MORE  THAN  SIX  MONTHS  PRIOR TO THE DATE ON WHICH THE CLAIM AROSE OR (2) U.S.
$1.000.

                                        8
<PAGE>

12.2     CLIENT  HAS  SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF
FILE  CONTENT  AND/OR  CLIENT'S  DATA  USED  OR GENERATED IN CONNECTION WITH THE
SERVICES  OR  THE  WEB SITE.  CLIENT WILL HAVE NO CLAIM AGAINST JOHN ROMANO FOR
INTERRUPTED  COMMUNTCATIONS,  LOST  DATA,  RE-RUN  TIME,  INACCURATE INPUT, WORK
DELAYS,  OR  LOST PROFITS RESULTING FROM THE USE OF JOHN ROMANO SERVICES, EXCEPT
AS  OTHERWISE  EXPRESSLY SET FORTH HEREIN, IN NO EVENT WILL JOHN ROMANO HAVE ANY
LIABILITY  OR  RESPONSIBILITY  FOR  ANY  SPECIAL,  INDIRECT,  INCIDENTAL.
CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA
OR  LOST  PROFITS,  ARISING  OUT  OF  OR  IN CONNECTION WITH THIS AGREEMENT, THE
TRANSACTIONS  CONTEMPLATED  HEREBY, THE SERVICES BY THE CLIENT EVEN IF CLIENT OR
JOHN  ROMANO  HAVE  BEEN ADVISED OF OR KNOW OR SHOULD KNOW OF THE POSSOBILITY OF
SUCH  DAMAGES.  JOHN  ROMANO WILL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES CAUSED
BY ACTS OR EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION.
ACTS OF GOD, FIRES, FLOODS, WARS, CIVIL DISTURBANCES, SABOTAGE, ACCIDENTS, LABOR
DISPUTES,  GOVERNMENTAL ACTIONS, AND FAILURES OR DELAYS OF TRANSPORTATION AND/OR
TRANSMISSION.

13.  Indemnification

Client  will  at  all times indemnify and hold harmless John Romano its parents.
subsidiaries,  and/or  affiliates  and  the  employees,  officers,  directors,
shareholders, licensors, agents, and suppliers and the successors and assigns of
each  of  them  from  and  against  any  and  all  third  party claims, damages,
liabilities,  personal injuries, death, costs and expenses, including reasonable
legal  fees  and  expenses,  arising  out  of  or  relating  to  (i) any alleged
inaccuracy,  omission. or deficiency with any of the Content, including, without
limitation,  any  alleged  infringement  on  the  part  of  the  Content  of any
copyright.  patent, literary, privacy, publicity, trademark, service mark or any
other personal, moral, contract, or property right of any third party, (ii) the
products  or  service  offered  by  means  of Client Web site (including without
limitation  claims  of  negligence,  strict  liability,  misrepresentation  or
defects/deficiencies  with  such products or services) or (iii) Client's failure
or alleged failure to comply with the terms of this Agreement (including without
limitation  the  Content  Editorial  Standards).  John  Romano  Will give Client
written  notice  of  any claim, action or demand for which indemnity is claimed.
John  Romano will have the right, but not the obligation, to control the defense
and/or settlement of any claim in which it is named as a party.Client will leave
the  right  to participate in any defense of a claim by John Romano with counsel
of  Client's  choice  at  Client's  own  expense.
                                        9
<PAGE>

14.     This  Agreement  and Client's right to use the Service may be terminated
by  (i)  by  Client providing no less than thirty days' notice to John Romano or
(ii)  by  John Romano providing no less than thirty days' notice to Client.  The
provisions  by  which  by  their  nature  would  survive  the termination of the
Agreement,  including  without limitation the sections captioned "Warranties and
Exclusions,"  "Limitation  of Liability" and "Indemnification," will survive any
termination  of  this  Agreement.  Client  acknowledges  and  agrees that the IP
address  assigned  to  Client  for  Client's use in connection with the Service
hereunder  will  at  all times remain the property of John Romano and that, upon
termination  of this Agreement, client will have no further right to use such IP
address.

15. This Agreement, and any dispute which may arise hereunder. shall be governed
by  and  subject to the laws Of the State of New Jersey without regard to choice
of law provisions.  The parties agree, however, that any dispute hereunder shall
be  reserved  by  arbitration in accordance with the rules and procedures of the
American  Arbitration Association, which arbitration shall take place in Passaic
County,  New  Jersey.

16.     Should  any  part  of this Agreement be found to be illegal or otherwise
unenforceable,  both  parties  shall  continue  to  be bound under the remaining
provisions  hereof,  and  any  such  unenforceable or illegal provision shall be
automatically replaced with a Provision as similar as possible to the illegal or
unenforceable  provision  so  as  to  be  enforceable,  legal,  and  valid.

                                       10
<PAGE>

17.     This  Agreement  shall  be  binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.  John Romano has the
right  to  assign  this  Agreement.

18.     The  parties  are  independent  parties,  and  no  partnership,  agency
relationship,  joint  venture  or enterprise shall be created or inferred by the
existence  or  performance  of  this  Agreement.

19       The  individual  executing  the  Agreement  on  Behalf of Client hereby
represents  and  warrants  that: (i) he or she has the authority to legally bind
Client;  (ii)  he or she has been duly authorized to execute this Agreement, and
(iii)  all necessary Client corporate actions and requirements for execution, if
any,  have  been  taken  or  have  been  satisfied.

20,     This  Agreement may be executed in one or more counterparts, which, when
taken  together, shall constitute one and the same document.  The parties hereby
agree  that  facsimile  signatures  are  valid  and  binding  on  the  parties.

21,     Notwithstanding  Item  12,  John Romano shall indemnify and hold Client
harmless  for  any  cause  of  action  arising  out  of John Romano's willful or
negligent  actions.


                                       11
<PAGE>

If this Agreement sets forth your understanding of our agreement, please execute
one  original  of  this  Agreement  and  return  it  to  me.


                                   Sincerely,

                                   JOHN ROMANO


                               By:            /s/
                               John B. Romano, Jr.



AGREED  AND  ACCEPTED
THIS  1st  DAY  OF  APRIL,  2000,  BY:

CLIENT:

MARKET  CENTRAL.NET  CORPORATION


By:            /S/

Name:    Roy  Spectorman

Title:      President

                                       12
<PAGE>

Content  and  Editorial  Standards


1.  Client may not upload any information which is libelous, defamatory or which
violates  or  infringes  any  right  of  privacy  of  any  Person.

2.  Client  may  not  upload  any  messages, data, images, or Programs which are
indecent,  obscene,  or  pornographic,

3.  Client  may  not  upload any information, messages, data, images or programs
that  would  violate  any  applicable  federal, state or local law of the United
States  or  any  foreign  country  having  jurisdiction.


4.  Client  may  not  upload  any  messages, data, images or programs that would
violate  the property rights of others, including unauthorized copyrighted text,
images or programs, trade secrets or other confidential proprietary information,
or  trademarks  or  service  marks  used  in  an  infringing  fashion.

5.     Client  may  not  use  the  facilities and capabilities of John Romano to
conduct  or  solicit  the  performance of any illegal activity or to conduct any
other  activity  which  infringes the right; of John Romano or any third party.

6.     Client may not upload any information, messages, data, images or programs
that are discriminatory or otherwise offensive, as determined by John Romano, in
its  reasonable  discretion-

7.     For  purposes of the Agreement of which these Content Editorial Standards
are part, any information that is available on the Web site, whether uploaded by
Client  or made available by other means (including, without limitation, an HTML
"hot  link", a third party posting or similar means) will be deemed to have been
uploaded  by  Client  and  therefore  to  be  subject to these Content Editorial
Standards.

                                       13
<PAGE>

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

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

                                       14
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624



                                  June 8, 2000
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003
                         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 $21,745 in
the  form  of  10,873  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  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  Web  Site  Design and Hosting Services 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 $2.00
per  share  for  $2.00  of services performed. These services were duly invoiced
pursuant  to  an  agreed  time-fee agreement, and none of the services billed or
performed by John Romano 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
WS:zbe                   Special  Securities  Counsel

                                       15
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 27206}]
{"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": "333-39356", "film-number": "655508"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                    formerly

                     ALL AMERICAN CONSULTANT AIRCRAFT, INC.

                          GREAT AMERICAN LEASING, INC.

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

300  Mercer  Street,  Suite  26J,  New  York  NY                           10003
(Address of principal executive offices)                              (Zip Code)

                 WEB SITE DESIGN AND HOSTING SERVICES AGREEMENT
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                  June 8, 2000

                       CALCULATION OF REGISTRATION FEE (1)
Title of Securities to   Amount to be  Proposed         Proposed    Amount of
be Registered            Registered    Maximum          Maximum
                                       Offering         Aggregate   Registration
                                       Price per Unit   Offering    Fee
                                                        Price
--------------------------------------------------------------------------------
0.0001 par value              10,873  $          2.00  $   21,745  $        5.74
--------------------------------------------------------------------------------
Common Stock             shares        per share
================================================================================
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, June 7, 2000, average close,
discounted  by  30%.
                                        1
--------------------------------------------------------------------------------
                                     PART I
--------------------------------------------------------------------------------

ITEM  1.  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  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  2.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  3.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     John  Romano,  the  service  provider,  has  an  interest in the securities
requested  to  be  issued.

ITEM  4.  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
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

                                        2
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  5.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  6.  EXHIBITS.

     Provided  as  an  exhibit  hereto is a Web Site Design and Hosting Services
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  $2.00  per  share  per  $2.00  of  services  performed.

ITEM  7.  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  June  8,  2000.

                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by

/s/                    /s/
Roy  Spectorman        Jerry  Kaplan
President/Director     Secretary/Director

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

                 WEB SITE DESIGN AND HOSTING SERVICES AGREEMENT
--------------------------------------------------------------------------------

                                        4
April  1,  2000

MarketCentral.net  Corp
300  Mercer  Street
Suite  26  J
New  York,  NY  10003
Attn:     Roy  Spectorman

Re:     John  Romano  Web  Site  Design  and-Hosting

Dear  Mr.  Spectorman:

This letter agreement (hereinafter, this "Agreement") sets forth the terms under
which  John  Romano  ("John
Romano")  will  provide MarketCentral.net Corp. ("Client") with certain services
("Service")  described  below.

1.     John  Romano  will  provide  Client  with  the  following  services:

1.1     John  Romano will distribute on-line content (the "Content") provided by
Client.  Client  hereby  represents  and warrants to John Romano that Client has
the  rights,  or  required  written consent of all necessary patties (Including,
without  limitation, all artists, performers, Producers, composers, writers, and
labels), for the distribution of the Content over the Internet, and will provide
such  consents  to  John  Romano  upon  request.

1.2     Client  will  receive  the  following  hosting  services:

           30  MB  of  disk  space  and  2.5  GB  of  data  transfer  per  month
           Web  usage  statistics  accessed  via  WWW
           Corporate  E-mail  Forwarding  (1  box)
           Chat  Server  Hosting  (3  Rooms)

2.     Client  agrees  to pay John Romano design fees according to the following
rates.  Client  will  pay  John  Romano $75  per hour for HTML pages designed or
redesigned by John Romano.  Client will pay  John  Romano  $95 per hour  for the
design or redesign of custom graphics as well as any Internet programming.

                                        5
3.     In addition.  Client agrees to pay John Romano $375.50 per month, payable
in  advance  each  month during the term hereof, for the hosting and maintenance
services provided by John Romano, Said monthly fee shall be prorated accordingly
in  the  event that this Agreement commences or expires an a date other than the
first  day  or  last  day,  respectively,  of  a  month.

4.     Client agrees to pay John Romano $2 per 1MB of disk space over 30 MB used
per  month,  and  $0.12  per  MB  of  data  transfer  over  2.5,GB  per  month.

5.     John Romano shall negotiate with lnterNIC to have the Client's registered
domain  name  assigned  the  Internet  Protocol  (hereafter  "IP")  address
corresponding  with  the  John  Romano  server  hosting the Client content.  The
domain  name  and  IP  address  are  as  follows:

Marketcentral.net       12.14.80.75

6.     This  agreement shall be effective for the period beginning April 1, 2000
and  ending  June  30,  2000.

7.     Client  agrees  that  the  Content  will  comply in all respects with the
Content  Editorial  Standards  as  established  by John Romano from time to time
(including  without  limitation  the  current Content Editorial Standards as set
forth  on  Exhibit  1,  attached  hereto).

8.     Without  limitation  of the foregoing, John Romano will have the right to
remove,  without  prior notice to Client, any Content that in John Romano's sole
opinion  does  not  comply  with  the  content Editorial Standards or that could
subject  John  Romano to potential liability to a third party.  John Romano will
use  reasonable  efforts  to  notify Client following any removal of any Content
from  the  Service's  network.

9.     In  the  event  that  any  virus  or  destructive  element is found in or
furnished with any Content, Client will use its best efforts, upon learning that
such situation exists, to immediately eliminate the virus or destructive element
Client  will  notify  John  Romano  as  to  the  existence  of any such virus or
destructive  element  immediately  upon  discovery thereof, and John Romano will
have  the  right  (at  Client's expense) to take any steps it deems necessary to
eliminate  the  virus  or  destructive  element.

10.     Client  warrants  and  represents  to John Romano that: (a) the content
will,  at  all times, adhere to and comply with the Content Editorial Standards,
(b)  Client has the right, power and authority to enter into this Agreement, and
neither  the  Content or other materials appearing on the Web site, nor Client's
exploitation thereof by means of the Web site, will violate or infringe upon the
copyright  patent,  literary,  privacy, publicity, trademark, source mark Or any
other  personal, moral or property right of any Person. or constitute a libel or
defamation  of any Person whatsoever, (c) Client is and will continue to be the
sole  owner  of  all right, title and interest, including without limitation all
rights  under  copyright, in and to the Content and each clement thereof, except
for elements of the content which are: (i) validly licensed to Client for use as
contemplated herein, or (ii) in the public domain, (d) Client will comply in all
material  respects  with  all applicable federal. state and local laws, statues,

                                        6
ordinances,  rules  and  regulations  within  the  United States and any foreign
country  having  jurisdiction,  and  all  applicable  rules,  regulations  and
requirements  of any union or guild having jurisdiction; (e) the Content and all
other  materials  furnished  by Client hereunder shall at all times be free from
viruses and destructive features; and (f) the Content will be factually accurate
and  will  not  cause  any  loss,  injury,  damage  or  death.

                                        7
11.  Warranties  and  Exclusions

     11.1 John Romano warrants that the Service will perform as described.  John
Romano  does not warrant that the operation of the Service will be uninterrupted
or  error  free-  In  the event of improper performance or nonperformance of the
Service, John Romano will provide a refund, credit or other reimbursement of the
charges  paid  to  John  Romano  for  any  portion  of  the  service.

     11.2     EXCEPT  AS SPECIFICALLY SET  FORTH HEREIN,  JOHN ROMANO MAKES NO
REPRESENTATIONS  OR  WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
THE  WEB  SITE  OR  TTIE SERVICES PROVIDED OR,THE FUNCTIONALITY, PERFORMANCE OR
RESULTS  OF  USE  THEREOF.  WITHOUT LIMITING THE FOREGOING, JOHN ROMANO DOES NOT
WARRANT  THAT THE WEB SITE OR THE SERVICES PROVIDED OR THE OPERATION THEREOF ARE
OR  WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED OR MEETS OR WILL MEET CLIENT'S
REQUIREMENTS.

12.     Limitation  of  Liability

12.1     JOHN  ROMANO'S  ENTIRE LIABILITY AND CLIENT'S REMEDY FOR LOSS OR DAMAGE
CAUSED  BY  ANY  SOFTWARE  DEFECT  OR  FAILURE,  OR  ARISING  FROM JOHN ROMANO'S
PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION,
WHETHER  IN  CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE
WILL  BE  NO  MORE  THAN  As  FOLLOWS:  ,

A,     FOR  IMPROPER PERFORMANCE OR NONPERFORMANCE OF THE SERVICE, THE AMOUNT OF
THE  CHARGES  PAID  TO JOHN ROMANO FOR THE PORTION OF THE SERVICE THAT PERFORMED
IMPROPLERLY  OR  FAILED  TO  PERFORM.

B.     FOR  BODILY  INJURY  OR  DEATH  TO  ANY PERSON NEGLIGENTLY CAUSED BY JOHN
ROMANO,  YOUR  RIGHT  TO  PROVEN  DAMAGES.

C.     FOR  CLAIMS OTHER THAN THOSE SET FORTH ABOVE, JOHN ROMANO'S LIABILTY WILL
BE  LIMITED  TO  DIRECT  DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED THE
LESSER OF (1) THE FEES AND CHARGES ACTUALLY PAID TO JOHN ROMANO HEREUNDER FOR NO
MORE  THAN  SIX  MONTHS  PRIOR TO THE DATE ON WHICH THE CLAIM AROSE OR (2) U.S.
$1.000.

                                        8
12.2     CLIENT  HAS  SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF
FILE  CONTENT  AND/OR  CLIENT'S  DATA  USED  OR GENERATED IN CONNECTION WITH THE
SERVICES  OR  THE  WEB SITE.  CLIENT WILL HAVE NO CLAIM AGAINST JOHN ROMANO FOR
INTERRUPTED  COMMUNTCATIONS,  LOST  DATA,  RE-RUN  TIME,  INACCURATE INPUT, WORK
DELAYS,  OR  LOST PROFITS RESULTING FROM THE USE OF JOHN ROMANO SERVICES, EXCEPT
AS  OTHERWISE  EXPRESSLY SET FORTH HEREIN, IN NO EVENT WILL JOHN ROMANO HAVE ANY
LIABILITY  OR  RESPONSIBILITY  FOR  ANY  SPECIAL,  INDIRECT,  INCIDENTAL.
CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA
OR  LOST  PROFITS,  ARISING  OUT  OF  OR  IN CONNECTION WITH THIS AGREEMENT, THE
TRANSACTIONS  CONTEMPLATED  HEREBY, THE SERVICES BY THE CLIENT EVEN IF CLIENT OR
JOHN  ROMANO  HAVE  BEEN ADVISED OF OR KNOW OR SHOULD KNOW OF THE POSSOBILITY OF
SUCH  DAMAGES.  JOHN  ROMANO WILL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES CAUSED
BY ACTS OR EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION.
ACTS OF GOD, FIRES, FLOODS, WARS, CIVIL DISTURBANCES, SABOTAGE, ACCIDENTS, LABOR
DISPUTES,  GOVERNMENTAL ACTIONS, AND FAILURES OR DELAYS OF TRANSPORTATION AND/OR
TRANSMISSION.

13.  Indemnification

Client  will  at  all times indemnify and hold harmless John Romano its parents.
subsidiaries,  and/or  affiliates  and  the  employees,  officers,  directors,
shareholders, licensors, agents, and suppliers and the successors and assigns of
each  of  them  from  and  against  any  and  all  third  party claims, damages,
liabilities,  personal injuries, death, costs and expenses, including reasonable
legal  fees  and  expenses,  arising  out  of  or  relating  to  (i) any alleged
inaccuracy,  omission. or deficiency with any of the Content, including, without
limitation,  any  alleged  infringement  on  the  part  of  the  Content  of any
copyright.  patent, literary, privacy, publicity, trademark, service mark or any
other personal, moral, contract, or property right of any third party, (ii) the
products  or  service  offered  by  means  of Client Web site (including without
limitation  claims  of  negligence,  strict  liability,  misrepresentation  or
defects/deficiencies  with  such products or services) or (iii) Client's failure
or alleged failure to comply with the terms of this Agreement (including without
limitation  the  Content  Editorial  Standards).  John  Romano  Will give Client
written  notice  of  any claim, action or demand for which indemnity is claimed.
John  Romano will have the right, but not the obligation, to control the defense
and/or settlement of any claim in which it is named as a party.Client will leave
the  right  to participate in any defense of a claim by John Romano with counsel
of  Client's  choice  at  Client's  own  expense.
                                        9
14.     This  Agreement  and Client's right to use the Service may be terminated
by  (i)  by  Client providing no less than thirty days' notice to John Romano or
(ii)  by  John Romano providing no less than thirty days' notice to Client.  The
provisions  by  which  by  their  nature  would  survive  the termination of the
Agreement,  including  without limitation the sections captioned "Warranties and
Exclusions,"  "Limitation  of Liability" and "Indemnification," will survive any
termination  of  this  Agreement.  Client  acknowledges  and  agrees that the IP
address  assigned  to  Client  for  Client's use in connection with the Service
hereunder  will  at  all times remain the property of John Romano and that, upon
termination  of this Agreement, client will have no further right to use such IP
address.

15. This Agreement, and any dispute which may arise hereunder. shall be governed
by  and  subject to the laws Of the State of New Jersey without regard to choice
of law provisions.  The parties agree, however, that any dispute hereunder shall
be  reserved  by  arbitration in accordance with the rules and procedures of the
American  Arbitration Association, which arbitration shall take place in Passaic
County,  New  Jersey.

16.     Should  any  part  of this Agreement be found to be illegal or otherwise
unenforceable,  both  parties  shall  continue  to  be bound under the remaining
provisions  hereof,  and  any  such  unenforceable or illegal provision shall be
automatically replaced with a Provision as similar as possible to the illegal or
unenforceable  provision  so  as  to  be  enforceable,  legal,  and  valid.

                                       10
17.     This  Agreement  shall  be  binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.  John Romano has the
right  to  assign  this  Agreement.

18.     The  parties  are  independent  parties,  and  no  partnership,  agency
relationship,  joint  venture  or enterprise shall be created or inferred by the
existence  or  performance  of  this  Agreement.

19       The  individual  executing  the  Agreement  on  Behalf of Client hereby
represents  and  warrants  that: (i) he or she has the authority to legally bind
Client;  (ii)  he or she has been duly authorized to execute this Agreement, and
(iii)  all necessary Client corporate actions and requirements for execution, if
any,  have  been  taken  or  have  been  satisfied.

20,     This  Agreement may be executed in one or more counterparts, which, when
taken  together, shall constitute one and the same document.  The parties hereby
agree  that  facsimile  signatures  are  valid  and  binding  on  the  parties.

21,     Notwithstanding  Item  12,  John Romano shall indemnify and hold Client
harmless  for  any  cause  of  action  arising  out  of John Romano's willful or
negligent  actions.

                                       11
If this Agreement sets forth your understanding of our agreement, please execute
one  original  of  this  Agreement  and  return  it  to  me.

                                   Sincerely,

                                   JOHN ROMANO

                               By:            /s/
                               John B. Romano, Jr.

AGREED  AND  ACCEPTED
THIS  1st  DAY  OF  APRIL,  2000,  BY:

CLIENT:

MARKET  CENTRAL.NET  CORPORATION

By:            /S/

Name:    Roy  Spectorman

Title:      President

                                       12
Content  and  Editorial  Standards

1.  Client may not upload any information which is libelous, defamatory or which
violates  or  infringes  any  right  of  privacy  of  any  Person.

2.  Client  may  not  upload  any  messages, data, images, or Programs which are
indecent,  obscene,  or  pornographic,

3.  Client  may  not  upload any information, messages, data, images or programs
that  would  violate  any  applicable  federal, state or local law of the United
States  or  any  foreign  country  having  jurisdiction.

4.  Client  may  not  upload  any  messages, data, images or programs that would
violate  the property rights of others, including unauthorized copyrighted text,
images or programs, trade secrets or other confidential proprietary information,
or  trademarks  or  service  marks  used  in  an  infringing  fashion.

5.     Client  may  not  use  the  facilities and capabilities of John Romano to
conduct  or  solicit  the  performance of any illegal activity or to conduct any
other  activity  which  infringes the right; of John Romano or any third party.

6.     Client may not upload any information, messages, data, images or programs
that are discriminatory or otherwise offensive, as determined by John Romano, in
its  reasonable  discretion-

7.     For  purposes of the Agreement of which these Content Editorial Standards
are part, any information that is available on the Web site, whether uploaded by
Client  or made available by other means (including, without limitation, an HTML
"hot  link", a third party posting or similar means) will be deemed to have been
uploaded  by  Client  and  therefore  to  be  subject to these Content Editorial
Standards.

                                       13
--------------------------------------------------------------------------------
                                    EXHIBIT 2

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

                                       14
LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624

                                  June 8, 2000
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003
                         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 $21,745 in
the  form  of  10,873  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  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  Web  Site  Design and Hosting Services 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 $2.00
per  share  for  $2.00  of services performed. These services were duly invoiced
pursuant  to  an  agreed  time-fee agreement, and none of the services billed or
performed by John Romano 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
WS:zbe                   Special  Securities  Counsel

                                       15