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)



                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP 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)

                               September 10, 1999
--------------------------------------------------------------------------------

                       CALCULATION OF REGISTRATION FEE (1)

<TABLE>
<CAPTION>
=======================================================================================================================
                                                            PROPOSED               PROPOSED
TITLE OF SECURITIES TO            AMOUNT TO BE              MAXIMUM                MAXIMUM                AMOUNT OF
BE REGISTERED                     REGISTERED                OFFERING PRICE         AGGREGATE              REGISTRATION
                                                            PER UNIT               OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                     <C>                    <C>
$0.0001 par value                    36,032                   $1.50                  $54,047                $100.00
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, September 8, 1999, average
close, discounted by 20%.




<PAGE>



                                     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 ss.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.

     William Stocker, Special Securities Counsel for the Issuer, is also General
Counsel of Intrepid International, the service provider, and has an indirect
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 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


<PAGE>



     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 an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. Counsel also treats the following facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. 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 $1.50 per share per $1.50 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 September 10, 1999.


                             MarketCentral.net Corp.
                               A TEXAS CORPORATION


                                       by


/s/                                              /s/
-------------------------------                  -------------------------------
Roy Spectorman                                                 Gerald Yakimishyn
PRESIDENT/DIRECTOR                                            SECRETARY/DIRECTOR



<PAGE>







                                    Exhibit 1

                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENTS


<PAGE>


                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                 William Stocker
                                 ATTORNEY AT LAW

This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and WILLIAM STOCKER, Intrepid's
General Counsel, and dated July 1, 1999. In consideration of the mutual promises
contained herein, and on the terms and conditions herein set forth, the parties
agree as follows:

A.   SUMMARY.

     MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.

     WILLIAM STOCKER is actually General Counsel of Intrepid International, Ltd.

     WILLIAM STOCKER will be authorized by this agreement to act as ostensible
Special Securities Counsel for MarketCentral.net Corp..


B.   RECITALS

     1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
     hereby retained as financial services consultants for the Intrepid-Client,
     pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
     date herewith. Among the services contemplated to be provided by that
     Agreement are the services of its General Counsel WILLIAM STOCKER, attorney
     at law, as Special Securities Counsel for the Intrepid-Client.

     2. Intrepid General Counsel. William Stocker, attorney at law, is General
     Counsel to Intrepid, first and foremost and always, and this paramount
     status and relationship has been and is hereby fully disclosed, in
     connection with the Intrepid-Client's consideration of the potential
     services of William Stocker as Special Counsel with Limited Authority, in
     connection with, and only in connection with the services requested and
     agreed to between Intrepid and the Intrepid-Client.

     3. Definition of "Special Counsel with Limited Authority". As used in this
     Attorney Disclosure Agreement, this expression shall have the following
     meaning, consistently and without exception: Intrepid General Counsel is
     authorized, where appropriate to employ the designation "Special Counsel"
     or "Special Securities Counsel" for the Intrepid-Client, in connection
     with, and only in connection with services to and for the Intrepid-Client
     requested by the Intrepid-Client to be performed by Intrepid pursuant to
     the FINANCIAL SERVICES CONSULTING AGREEMENT of even date herewith. Intrepid
     General Counsel, as between such Counsel and the Intrepid-Client, is not
     Intrepid-Client's Counsel, nor counsel to the Intrepid-Client generally, or
     in any other manner than specified in this


<PAGE>


Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW   Page 2


     definition. Special Counsel will not take action which is not authorized by
     the Intrepid- Client nor represent to any person any general authority to
     speak for or bind the Intrepid- Client in any manner."

     4. Intrepid-Client's right to decline the relationship. The Intrepid-Client
     has been informed, and is informed hereby, that the Intrepid-Client is not
     required to join in the special relationship disclosed and defined herein.
     Intrepid-Client may employ or require its own counsel or independent
     counsel for any and all purposes at its expense and in addition to its
     obligations to Intrepid. The Intrepid-Client is advised to retain its own
     counsel, as appropriate, to review and advise the Intrepid-Client as to any
     matter arising from its relationship to Intrepid or Intrepid's Counsel.

     5. Management's Preference. It is the desire of sophisticated management
     that the unnecessary expense of cumulative counsel with respect to purely
     technical matters is not warranted, necessary or appropriate, with respect
     to the limited authority and scope of the Special Counsel relationship, as
     defined, and that no conflict of interest exists or is likely to arise from
     the strict and precise observance of that relationship as defined.
     Accordingly management understands, accepts and affirmatively requests such
     an arrangement.

C.   SPECIAL COUNSEL AGREEMENT

     1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
     and adopt that special technical relationship of Special Counsel with
     Limited Authority as defined hereinabove, for the sole and separate purpose
     of allowing Intrepid Counsel to perform services appropriate to the
     services of Intrepid requested by the Intrepid-Client.

     2. Billings. Special Counsel (Intrepid's Counsel) shall invoice and bill
     applicable time and services to Intrepid, separately with respect to
     matters applicable to this Intrepid- Client. Time shall be billable at
     $250.00/hr, and such incidental secretarial services shall be billable at
     $85.00/hr, as may be reasonably and necessarily performed by its secretary.
     Additional services may be performed by subcontractor attorneys, subject to
     arrangements approved by the Intrepid-Client in advance. Intrepid shall be
     responsible, as between Intrepid and its counsel, for the compensation and
     discharge of its Counsel's billings. Intrepid shall include Counsel's
     segregated billings along with its own, and, as between Intrepid and the
     Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
     the total of its own and Counsel's billings.

     3. Termination. The terms of this agreement may be terminate by either
     Intrepid-Client or Special Counsel at any time upon written or other
     reasonable notice to the other.

     4. Miscellaneous This agreement sets forth the entire agreement and
     understanding between the parties and supersedes all prior discussions,
     agreements and understandings, if any, of any and every kind and nature,
     between them. This agreement is made and shall be construed and interpreted
     according to the laws of the Intrepid-Client's place of


<PAGE>


Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW   Page 3


     Incorporation if that be Nevada or Texas, and if not, pursuant to the laws
     of the State of Nevada.

     Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

by




/s/ Kirt W. James                                       /s/ William Stocker
-----------------------------                           ------------------------
    Kirt W. James, President                                William Stocker
                                                            attorney at law


The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

                                                         MarketCentral.net Corp.



Date: 9/9/99                                    By: /s/ Roy Spectorman
      --------------------                          ----------------------------
                                                    Roy Spectorman, President



<PAGE>



                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                Karl E. Rodriguez
                                 ATTORNEY AT LAW

This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and KARL E. RODRIGUEZ, Exim
International, Inc.'s General Counsel, and dated July 1, 1999. In consideration
of the mutual promises contained herein, and on the terms and conditions herein
set forth, the parties agree as follows:

A.   SUMMARY.

     MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.

     KARL E. RODRIGUEZ is actually General Counsel of Exim International, Inc.

     KARL E. RODRIGUEZ will be authorized by this agreement to act as ostensible
Special Transactional Counsel for MarketCentral.net Corp.

A.   RECITALS

     1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
     hereby retained as financial services consultants for the Intrepid-Client,
     pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
     date herewith. Among the services contemplated to be provided by that
     Agreement are the services of KARL E. RODRIGUEZ, attorney at law, as
     Special Transactional Counsel for the Intrepid-Client.

     2. Exim International, Inc., is a financial consulting firm, not a broker,
     dealer or registered investment advisor, a principal consultant to Intrepid
     International, Ltd.

     3. Exim General Counsel. Karl E. Rodriguez, attorney at law, is General
     Counsel to Intrepid's Consultant, Exim International, Inc., first and
     foremost and always, and this paramount status and relationship has been
     and is hereby fully disclosed, in connection with the Intrepid-Client's
     consideration of the potential services of Karl E. Rodriguez as Special
     Counsel with Limited Authority, in connection with, and only in connection
     with the services requested and agreed to between Intrepid and the
     Intrepid-Client.

     4. Definition of "Special Counsel with Limited Authority". As used in this
     Attorney Disclosure Agreement, this expression shall have the following
     meaning, consistently and without exception: Exim General Counsel Karl E.
     Rodriguez is authorized, where appropriate to employ the designation
     "Special Counsel" or "Special Transactional Counsel" for the
     Intrepid-Client, in connection with, and only in connection with services
     to and for the Intrepid-Client requested by the Intrepid-Client to be
     performed by Intrepid pursuant to the FINANCIAL SERVICES CONSULTING
     AGREEMENT of even date herewith.


<PAGE>


Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW   Page 2


     Exim General Counsel, Karl E. Rodriguez as between such Counsel and the
     Intrepid- Client, is not Intrepid-Client's Counsel, nor counsel to the
     Intrepid-Client generally, or in any other manner than specified in this
     definition. Special Counsel will not take action which is not authorized by
     the Intrepid-Client nor represent to any person any general authority to
     speak for or bind the Intrepid-Client in any manner."

     5. Intrepid-Client's right to decline the relationship. The Intrepid-Client
     has been informed, and is informed hereby, that the Intrepid-Client is not
     required to join in the special relationship disclosed and defined herein.
     Intrepid-Client may employ or require its own counsel or independent
     counsel for any and all purposes at its expense and in addition to its
     obligations to Intrepid. The Intrepid-Client is advised to retain its own
     counsel, as it may deem appropriate, to review and advise the
     Intrepid-Client as to any matter arising from its relationship to Intrepid
     or Exim's Counsel.

     6. Management's Preference. It is the desire of sophisticated management
     that the unnecessary expense of cumulative counsel with respect to purely
     technical matters is not warranted, necessary or appropriate, with respect
     to the limited authority and scope of the Special Counsel relationship, as
     defined, and that no conflict of interest exists or is likely to arise from
     the strict and precise observance of that relationship as defined.
     Accordingly management understands, accepts and affirmatively requests such
     an arrangement.

B.   SPECIAL COUNSEL AGREEMENT

     1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
     and adopt that special technical relationship of Special Counsel with
     Limited Authority as defined hereinabove, for the sole and separate purpose
     of allowing Intrepid Counsel to perform services appropriate to the
     services of Intrepid requested by the Intrepid-Client.

     2. Billings. Special Counsel (Exim's Counsel) shall invoice and bill
     applicable time and services to Intrepid, separately with respect to
     matters applicable to this Intrepid-Client. Time shall be billable at
     $250.00/hr, and such incidental secretarial services shall be billable at
     $85.00/hr, as may be reasonably and necessarily performed by its secretary.
     Additional services may be performed by subcontractor attorneys, subject to
     arrangements approved by the Intrepid-Client in advance. Intrepid shall be
     responsible, as between Intrepid and its counsel, for the compensation and
     discharge of its Counsel's billings. Intrepid shall include Counsel's
     segregated billings along with its own, and, as between Intrepid and the
     Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
     the total of its own and Counsel's billings.

     3. Termination. The terms of this agreement may be terminate by either
     Intrepid-Client or Special Counsel at any time upon written or other
     reasonable notice to the other.



<PAGE>


Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW   Page 3


     4. Miscellaneous This agreement sets forth the entire agreement and
     understanding between the parties and supersedes all prior discussions,
     agreements and understandings, if any, of any and every kind and nature,
     between them. This agreement is made and shall be construed and interpreted
     according to the laws of the Intrepid-Client's place of Incorporation if
     that be Nevada or Texas, and if not, pursuant to the laws of the State of
     Nevada.

     Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

by




/s/ Kirt W. James                                    /s/ Karl E. Rodriguez
------------------------------                       ---------------------------
Kirt W. James, President                                 Karl E. Rodriguez
                                                         attorney at law


The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

                                                         MarketCentral.net Corp.



Date: 9/9/99                                      By:  Roy Spectorman
      --------------------                             -------------------------
                                                       Roy Spectorman, President



<PAGE>



                                    Exhibit 2

                               OPINION OF COUNSEL


<PAGE>


                                 LAW OFFICES OF
PHONE (949) 248-9561             WILLIAM STOCKER                 (949) 248-1688
                   34700 Pacific Coast Highway, Suite 303 FAX
                            CAPISTRANO BEACH CA 92624


                               September 10, 1999
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 $54,047 in
the form of 36,032 shares of common stock to be registered thereby. It is well
known that I am General Counsel for Intrepid International, Ltd., the service
provider.

     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 ss.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 Financial 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 $1.50 per share for
$1.50 of services performed. These services were duly invoiced pursuant to an
agreed time-fee agreement, and none of the services billed or performed by
Intrepid 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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27576}]
{"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": "333-87587", "film-number": "99715305"}, "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)

                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP 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)

                               September 10, 1999
--------------------------------------------------------------------------------

                       CALCULATION OF REGISTRATION FEE (1)
=======================================================================================================================
                                                            PROPOSED               PROPOSED
TITLE OF SECURITIES TO            AMOUNT TO BE              MAXIMUM                MAXIMUM                AMOUNT OF
BE REGISTERED                     REGISTERED                OFFERING PRICE         AGGREGATE              REGISTRATION
                                                            PER UNIT               OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------------------------
$0.0001 par value                    36,032                   $1.50                  $54,047                $100.00
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, September 8, 1999, average
close, discounted by 20%.
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 ss.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.

     William Stocker, Special Securities Counsel for the Issuer, is also General
Counsel of Intrepid International, the service provider, and has an indirect
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 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 an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. Counsel also treats the following facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. 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 $1.50 per share per $1.50 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 September 10, 1999.

                             MarketCentral.net Corp.
                               A TEXAS CORPORATION

                                       by

/s/                                              /s/
-------------------------------                  -------------------------------
Roy Spectorman                                                 Gerald Yakimishyn
PRESIDENT/DIRECTOR                                            SECRETARY/DIRECTOR
Exhibit 1

                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENTS
ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                 William Stocker
                                 ATTORNEY AT LAW

This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and WILLIAM STOCKER, Intrepid's
General Counsel, and dated July 1, 1999. In consideration of the mutual promises
contained herein, and on the terms and conditions herein set forth, the parties
agree as follows:

A.   SUMMARY.

     MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.

     WILLIAM STOCKER is actually General Counsel of Intrepid International, Ltd.

     WILLIAM STOCKER will be authorized by this agreement to act as ostensible
Special Securities Counsel for MarketCentral.net Corp..

B.   RECITALS

     1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
     hereby retained as financial services consultants for the Intrepid-Client,
     pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
     date herewith. Among the services contemplated to be provided by that
     Agreement are the services of its General Counsel WILLIAM STOCKER, attorney
     at law, as Special Securities Counsel for the Intrepid-Client.

     2. Intrepid General Counsel. William Stocker, attorney at law, is General
     Counsel to Intrepid, first and foremost and always, and this paramount
     status and relationship has been and is hereby fully disclosed, in
     connection with the Intrepid-Client's consideration of the potential
     services of William Stocker as Special Counsel with Limited Authority, in
     connection with, and only in connection with the services requested and
     agreed to between Intrepid and the Intrepid-Client.

     3. Definition of "Special Counsel with Limited Authority". As used in this
     Attorney Disclosure Agreement, this expression shall have the following
     meaning, consistently and without exception: Intrepid General Counsel is
     authorized, where appropriate to employ the designation "Special Counsel"
     or "Special Securities Counsel" for the Intrepid-Client, in connection
     with, and only in connection with services to and for the Intrepid-Client
     requested by the Intrepid-Client to be performed by Intrepid pursuant to
     the FINANCIAL SERVICES CONSULTING AGREEMENT of even date herewith. Intrepid
     General Counsel, as between such Counsel and the Intrepid-Client, is not
     Intrepid-Client's Counsel, nor counsel to the Intrepid-Client generally, or
     in any other manner than specified in this
Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW   Page 2

     definition. Special Counsel will not take action which is not authorized by
     the Intrepid- Client nor represent to any person any general authority to
     speak for or bind the Intrepid- Client in any manner."

     4. Intrepid-Client's right to decline the relationship. The Intrepid-Client
     has been informed, and is informed hereby, that the Intrepid-Client is not
     required to join in the special relationship disclosed and defined herein.
     Intrepid-Client may employ or require its own counsel or independent
     counsel for any and all purposes at its expense and in addition to its
     obligations to Intrepid. The Intrepid-Client is advised to retain its own
     counsel, as appropriate, to review and advise the Intrepid-Client as to any
     matter arising from its relationship to Intrepid or Intrepid's Counsel.

     5. Management's Preference. It is the desire of sophisticated management
     that the unnecessary expense of cumulative counsel with respect to purely
     technical matters is not warranted, necessary or appropriate, with respect
     to the limited authority and scope of the Special Counsel relationship, as
     defined, and that no conflict of interest exists or is likely to arise from
     the strict and precise observance of that relationship as defined.
     Accordingly management understands, accepts and affirmatively requests such
     an arrangement.

C.   SPECIAL COUNSEL AGREEMENT

     1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
     and adopt that special technical relationship of Special Counsel with
     Limited Authority as defined hereinabove, for the sole and separate purpose
     of allowing Intrepid Counsel to perform services appropriate to the
     services of Intrepid requested by the Intrepid-Client.

     2. Billings. Special Counsel (Intrepid's Counsel) shall invoice and bill
     applicable time and services to Intrepid, separately with respect to
     matters applicable to this Intrepid- Client. Time shall be billable at
     $250.00/hr, and such incidental secretarial services shall be billable at
     $85.00/hr, as may be reasonably and necessarily performed by its secretary.
     Additional services may be performed by subcontractor attorneys, subject to
     arrangements approved by the Intrepid-Client in advance. Intrepid shall be
     responsible, as between Intrepid and its counsel, for the compensation and
     discharge of its Counsel's billings. Intrepid shall include Counsel's
     segregated billings along with its own, and, as between Intrepid and the
     Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
     the total of its own and Counsel's billings.

     3. Termination. The terms of this agreement may be terminate by either
     Intrepid-Client or Special Counsel at any time upon written or other
     reasonable notice to the other.

     4. Miscellaneous This agreement sets forth the entire agreement and
     understanding between the parties and supersedes all prior discussions,
     agreements and understandings, if any, of any and every kind and nature,
     between them. This agreement is made and shall be construed and interpreted
     according to the laws of the Intrepid-Client's place of
Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW   Page 3

     Incorporation if that be Nevada or Texas, and if not, pursuant to the laws
     of the State of Nevada.

     Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

by

/s/ Kirt W. James                                       /s/ William Stocker
-----------------------------                           ------------------------
    Kirt W. James, President                                William Stocker
                                                            attorney at law

The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

                                                         MarketCentral.net Corp.

Date: 9/9/99                                    By: /s/ Roy Spectorman
      --------------------                          ----------------------------
                                                    Roy Spectorman, President
ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                Karl E. Rodriguez
                                 ATTORNEY AT LAW

This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and KARL E. RODRIGUEZ, Exim
International, Inc.'s General Counsel, and dated July 1, 1999. In consideration
of the mutual promises contained herein, and on the terms and conditions herein
set forth, the parties agree as follows:

A.   SUMMARY.

     MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.

     KARL E. RODRIGUEZ is actually General Counsel of Exim International, Inc.

     KARL E. RODRIGUEZ will be authorized by this agreement to act as ostensible
Special Transactional Counsel for MarketCentral.net Corp.

A.   RECITALS

     1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
     hereby retained as financial services consultants for the Intrepid-Client,
     pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
     date herewith. Among the services contemplated to be provided by that
     Agreement are the services of KARL E. RODRIGUEZ, attorney at law, as
     Special Transactional Counsel for the Intrepid-Client.

     2. Exim International, Inc., is a financial consulting firm, not a broker,
     dealer or registered investment advisor, a principal consultant to Intrepid
     International, Ltd.

     3. Exim General Counsel. Karl E. Rodriguez, attorney at law, is General
     Counsel to Intrepid's Consultant, Exim International, Inc., first and
     foremost and always, and this paramount status and relationship has been
     and is hereby fully disclosed, in connection with the Intrepid-Client's
     consideration of the potential services of Karl E. Rodriguez as Special
     Counsel with Limited Authority, in connection with, and only in connection
     with the services requested and agreed to between Intrepid and the
     Intrepid-Client.

     4. Definition of "Special Counsel with Limited Authority". As used in this
     Attorney Disclosure Agreement, this expression shall have the following
     meaning, consistently and without exception: Exim General Counsel Karl E.
     Rodriguez is authorized, where appropriate to employ the designation
     "Special Counsel" or "Special Transactional Counsel" for the
     Intrepid-Client, in connection with, and only in connection with services
     to and for the Intrepid-Client requested by the Intrepid-Client to be
     performed by Intrepid pursuant to the FINANCIAL SERVICES CONSULTING
     AGREEMENT of even date herewith.
Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW   Page 2

     Exim General Counsel, Karl E. Rodriguez as between such Counsel and the
     Intrepid- Client, is not Intrepid-Client's Counsel, nor counsel to the
     Intrepid-Client generally, or in any other manner than specified in this
     definition. Special Counsel will not take action which is not authorized by
     the Intrepid-Client nor represent to any person any general authority to
     speak for or bind the Intrepid-Client in any manner."

     5. Intrepid-Client's right to decline the relationship. The Intrepid-Client
     has been informed, and is informed hereby, that the Intrepid-Client is not
     required to join in the special relationship disclosed and defined herein.
     Intrepid-Client may employ or require its own counsel or independent
     counsel for any and all purposes at its expense and in addition to its
     obligations to Intrepid. The Intrepid-Client is advised to retain its own
     counsel, as it may deem appropriate, to review and advise the
     Intrepid-Client as to any matter arising from its relationship to Intrepid
     or Exim's Counsel.

     6. Management's Preference. It is the desire of sophisticated management
     that the unnecessary expense of cumulative counsel with respect to purely
     technical matters is not warranted, necessary or appropriate, with respect
     to the limited authority and scope of the Special Counsel relationship, as
     defined, and that no conflict of interest exists or is likely to arise from
     the strict and precise observance of that relationship as defined.
     Accordingly management understands, accepts and affirmatively requests such
     an arrangement.

B.   SPECIAL COUNSEL AGREEMENT

     1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
     and adopt that special technical relationship of Special Counsel with
     Limited Authority as defined hereinabove, for the sole and separate purpose
     of allowing Intrepid Counsel to perform services appropriate to the
     services of Intrepid requested by the Intrepid-Client.

     2. Billings. Special Counsel (Exim's Counsel) shall invoice and bill
     applicable time and services to Intrepid, separately with respect to
     matters applicable to this Intrepid-Client. Time shall be billable at
     $250.00/hr, and such incidental secretarial services shall be billable at
     $85.00/hr, as may be reasonably and necessarily performed by its secretary.
     Additional services may be performed by subcontractor attorneys, subject to
     arrangements approved by the Intrepid-Client in advance. Intrepid shall be
     responsible, as between Intrepid and its counsel, for the compensation and
     discharge of its Counsel's billings. Intrepid shall include Counsel's
     segregated billings along with its own, and, as between Intrepid and the
     Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
     the total of its own and Counsel's billings.

     3. Termination. The terms of this agreement may be terminate by either
     Intrepid-Client or Special Counsel at any time upon written or other
     reasonable notice to the other.
Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW   Page 3

     4. Miscellaneous This agreement sets forth the entire agreement and
     understanding between the parties and supersedes all prior discussions,
     agreements and understandings, if any, of any and every kind and nature,
     between them. This agreement is made and shall be construed and interpreted
     according to the laws of the Intrepid-Client's place of Incorporation if
     that be Nevada or Texas, and if not, pursuant to the laws of the State of
     Nevada.

     Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

by

/s/ Kirt W. James                                    /s/ Karl E. Rodriguez
------------------------------                       ---------------------------
Kirt W. James, President                                 Karl E. Rodriguez
                                                         attorney at law

The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

                                                         MarketCentral.net Corp.

Date: 9/9/99                                      By:  Roy Spectorman
      --------------------                             -------------------------
                                                       Roy Spectorman, President
Exhibit 2

                               OPINION OF COUNSEL
LAW OFFICES OF
PHONE (949) 248-9561             WILLIAM STOCKER                 (949) 248-1688
                   34700 Pacific Coast Highway, Suite 303 FAX
                            CAPISTRANO BEACH CA 92624

                               September 10, 1999
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 $54,047 in
the form of 36,032 shares of common stock to be registered thereby. It is well
known that I am General Counsel for Intrepid International, Ltd., the service
provider.

     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 ss.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 Financial 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 $1.50 per share for
$1.50 of services performed. These services were duly invoiced pursuant to an
agreed time-fee agreement, and none of the services billed or performed by
Intrepid 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