SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): July 6, 2005 (May 23, 2005)

                              Market Central, Inc.

          Delaware                     0-22969                   59-3562953

(State or other jurisdiction   (Commission File ID No.)      (IRS Employer No.)
     of incorporation)

                         7810 Ballantyne Commons Parkway
                                    Suite 300
                               Charlotte, NC 28277
                    (Address of principal executive offices)

                                 (704) 319-2250
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On May 23, 2005, E-Commerce Support Centers,  Inc., a North Carolina corporation
("E-Commerce") and wholly-owned  subsidiary of the Company entered into an Asset
Purchase  Agreement (the "Asset Purchase  Agreement") with Customerlinx of North
Carolina,   Inc.,  a  North  Carolina   corporation   ("Customerlinx   NC")  and

<PAGE>

wholly-owned   subsidiary  of   Customerlinx   Corp.,  a  Delaware   corporation
("Customerlinx"),   pursuant  to  which   Customerlinx  NC  agreed  to  purchase
substantially all of the assets of E-Commerce.

The Purchase Price for the assets is the sum of  $1,100,000,  and the assumption
of $85,233.90 of net  liabilities of E-Commerce (the  "Liabilities").  As of the
Closing, the E-Commerce owed Customerlinx the sum of $129,000 in management fess
pursuant to a management agreement.  Therefore,  the parties agreed that, at the
Closing,  Customerlinx  NC shall  deliver  a  promissory  note (the  "Note")  to
E-Commerce in the amount of $971,000,  and Customerlinx  shall credit the sum of
$129,000  to the unpaid  management  fees.  The Note has a  maturity  date of 39
months,  pays simple  interest at five percent  (5%),  and is secured by certain
assets of Customerlinx NC.

In the event that  Customerlinx  NC has not pre-paid the Note in full by May 31,
2006,  then  Customerlinx  NC shall also pay to E-Commerce on or before July 31,
2006 an amount equal to (I) 0.75  multiplied by (II) the amount by which (A) the
net income (which calculation shall only include expenses directly  attributable
to  Customerlinx  NC's operation of the Business in North Carolina and Allocable
Corporate  Expenses)  that  Customerlinx  NC generates from its operation of the
Business in North Carolina  during the 12 months ending May 31, 2006 (i.e.,  the
period  commencing June 1, 2005 and ending May 31, 2006) exceeds (B) the greater
of (i) zero or (ii) the net income or loss  generated  from the operation of the
Business in North  Carolina by E-Commerce  and  Customerlinx  NC in the calendar
year ending December 31, 2005.

In addition,  pursuant to the Asset Purchase  Agreement,  Customerlinx agreed to
guaranty the obligations of Customerlinx NC thereunder.

SECTION 2 - FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 23,  2005,  E-Commerce  completed  the sale of  substantially  all of its
assets pursuant to the Asset Purchase Agreement as described in Item 1.01.

E-Commerce  was engaged in the  business of  operating a contact call center and
related  services  and  its  assets  consisted  of  contracts,  leases,  service
agreements,   vendor  agreements,   employment   agreements,   websites,   URLs,
intellectual property and other agreements.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On May 24, 2005, Market Central,  Inc. issued a press release announcing that it
has completed its previously  announced sale of substantially  all of the assets
of E-Commerce, its contact call center located in Jacksonville,  North Carolina.
A copy of the press  release is attached as Exhibit 99.1 to this Current  Report
on Form 8-K.


                                      -2-
<PAGE>

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

      Not applicable.

(b)   PRO FORMA FINANCIAL INFORMATION.

      Condensed Consolidated Pro Forma Unaudited Balance Sheet as of February
      28, 2005

      Condensed Consolidated Pro Forma Unaudited Statement of Operations for the
      Six Month Ended February 28, 2005

      Condensed Consolidated Pro Forma Unaudited Statement of Operations for the
      Year Ended August 31, 2004

      Notes to Condensed Consolidated Pro Forma Unaudited Financial Statements

               UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

On May 23, 2005, the Company  consummated  the sale of its call center  business
segment in exchange for $1,180,000,  comprised of a deferred purchase promissory
note in the amount of $971,000 and the  assumption  of $209,000 of  liabilities,
net of transaction  costs. The promissory note is payable at the rate of $25,000
per month including interest at 5% per annum on the unpaid balance until paid in
full. The call center was the Company's  principal  revenue  producing  business
segment.  This sale results in the  Company's  principal  assets and  operations
being its suite of software products and its intellectual property.

The Proforma Unaudited Financial  Statements have been prepared by management of
the Company in order to present  consolidated  financial position and results of
operations of the Company as if the  disposition had occurred as of February 28,
2005  for the pro  forma  condensed  balance  sheet  and to give  effect  to the
disposition of the call center segment, as if the transaction had taken place at
September  1,  2003  for the  pro  forma  condensed  consolidated  statement  of
operations  for the six months ended February 28, 2005 and the year ended August
31, 2004.

The unaudited pro forma financial  information is not necessarily  indicative of
the actual results of operations or the financial position which would have been
attained had the disposition  been  consummated at either of the foregoing dates
or which may be attained in the future.


                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                              Market Central, Inc.
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                February 28, 2005

                                                                                   Pro Forma             Pro Forma
ASSETS                                                        Historical           Adjustments           Balance Sheet
<S>                                                         <C>                 <C>                    <C>
Current Assets:

Cash and cash equivalents                                   $            --     $            --        $            --
Accounts receivable                                                 648,514                                    648,514
Accounts receivable - related parties                               428,747                                    428,747
Notes receivable                                                                        257,293(a)             257,293
Prepaid expenses and other assets                                    57,941                                     57,941
                                                            ---------------     ---------------        ---------------
Total Current Assets                                              1,135,202             257,293              1,392,495
Notes receivable                                                                        713,707(a)             713,707
Property and Equipment, net                                          10,423                                     10,423
Net assets from discontinued operations                             699,705                                   (699,705)(a)

Cash and cash equivalents                                   $            --     $            --
Restricted cash                                                     109,617                                    109,617
Goodwill                                                            745,050                                    745,050
Deposits and other                                                      426                                        426
Patents and trademarks, net of amortization                          48,657                                     48,657
                                                            ---------------     ---------------        ---------------

Total Assets                                                $     2,749,080     $       271,295        $     3,020,375
                                                            ===============     ===============        ===============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:

Cash disbursed in excess of available funds                 $        83,472     $            --        $        83,472
Accounts payable and accrued liabilities                          3,468,388             (20,000)(a,b)        3,448,388
Note payable to related parties                                   2,912,465                                  2,912,465
Notes payable, current portion                                       48,597                                     48,597
Due to factor                                                       354,584                                    354,584
Accrued preferred stock dividend                                    139,529                                    139,529
Current portion of capital lease obligation                         523,921                                    523,921
                                                            ---------------     ---------------        ---------------
Total Current Liabilities                                         7,530,956                                  7,510,956

Capital lease obligation - long-term portion                         36,982                                     36,982

Liabilities from discontinued operations                            125,000            (125,000)(a)

Total Deficiency in Stockholders' Equity                         (4,943,858)            416,295(a,b)        (4,527,563)

Total Liabilities and Deficiency in Stockholders' Equity    $     2,749,080     $       271,295        $     3,020,375
                                                            ===============     ===============        ===============
</TABLE>


                                      -4-
<PAGE>

Notes to unaudited Pro Forma Condensed Consolidated Financial Information

The pro forma  unaudited  condensed  consolidated  balance  sheet  was  prepared
assuming the disposition  occurred as of September 1, 2004 and include pro forma
adjustments as follows:

(a)   To record transaction with Customer Linx of N.C., Inc for purchase of
      certain assets and assumption of certain liabilities of Ecom Support
      Centers, Inc. as follows:

              Promissory note                              $  971,000
              Liabilities assumed                             209,000
                       Total consideration                  1,180,000
              Less: Net book value of assets sold            (699,705)
              Pre-tax and after tax gain on sale           $  480,295

(b)   To accrue for estimated transaction costs as follows:
              Professional fees                            $   64,000
              Accrued transaction costs                    $   64,000


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                              Market Central, Inc.
          Unaudited Pro Forma Condensed Consolidated Statement of Loss
                   For the Six Months ended February 28, 2005

                                                                     Pro Forma         Pro Forma
                                                 Historical         Adjustments   Statement of Operations
<S>                                              <C>               <C>                 <C>
Revenues, net                                    $      6,784      $         --        $      6,784

Cost of sales                                           2,455                --               2,455
                                                 ------------      ------------        ------------
Gross profit                                            4,329                --               4,329

Operating expenses:
Selling, general and administrative                 1,451,734                             1,451,734
Depreciation and amortization                          22,863                                22,863
                                                 ------------      ------------        ------------
Total operating expenses                            1,474,597                             1,474,597

Loss from operations                               (1,470,268)                           (1,470,268)

Other income (Note K)                                 235,661                               235,661
Interest (expenses), net                              (44,499)                              (44,499)
                                                 ------------      ------------        ------------
Total other (income) expenses                         191,162                               191,162

Loss from continuing operations, before
income taxes and discontinued operations           (1,279,106)                           (1,279,106)
Provision for income taxes                                 --                --
                                                 ------------      ------------        ------------
Loss from continuing operations,
 before discontinued operations                    (1,279,106)                           (1,279,106)

Loss from discontinued operations                    (543,397)      543,397 (a)                  --

Net loss                                         $ (1,822,503)     $    543,397        $ (1,279,106)
                                                 ============      ============        ============

Cumulative convertible preferred stock
 dividend requirements                                (78,189)                              (78,189)
                                                 ------------                          ------------
Net loss attributable to common shareholders     $ (1,900,692)                         $ (1,357,295)
                                                 ============                          ============

Net (loss) per common share                      $      (0.15)                         $       (.10)
                                                 ============                          ============

Continuing operations:                                  (0.10)                                 (.10)
                                                 ============                          ============

Discontinued operations:                                (0.05)                                   --
                                                 ============                          ============

Weighted Average Shares Outstanding
Basic and assumed diluted                          12,786,954                            12,786,954
                                                 ============                          ============
</TABLE>


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
                              Market Central, Inc.
               Pro Forma Condensed Consolidated Statement of Loss
                       For the Year ended August 31, 2004

                                                                           Pro Forma                  Pro Forma
                                                         Audited          Adjustments          Statement of Operations
<S>                                              <C>                    <C>                     <C>
Revenues, net                                    $       7,732,021      $      (7,702,432)(a)   $          29,589

Cost of sales                                            5,519,077             (5,511,365)(a)               7,712
                                                 -----------------      -----------------       -----------------
Gross profit                                             2,212,944             (2,191,067)                 21,877
Operating expenses:
Selling, general and administrative                      6,387,490             (4,208,659)(a)           2,178,831
                                                                                                        2,178,831
Depreciation and amortization                              576,115               (533,769)(a)              42,346
                                                 -----------------      -----------------       -----------------
Total operating expenses                                 6,963,605             (4,742,428)              2,221,177

Loss from operations                                    (4,750,661)            (2,551,361)(a)          (2,199,300)

Interest expense, net                                     (513,343)              (403,644)(a)            (109,699)
                                                 -----------------      -----------------       -----------------
Loss from continuing operations, before
income taxes and discontinued operations                (5,264,004)            (2,955,005)             (2,308,999)
Provision for income taxes                                      --                     --
Loss from continuing operations,
 before discontinued operations                         (5,264,004)            (2,955,005)             (2,308,999)

Loss from discontinued operations                       (2,419,163)                                    (2,419,163)
                                                 -----------------      -----------------       -----------------
Net loss                                                (7,683,167)            (2,955,005)             (4,728,162)
Preferred stock dividend - beneficial
  conversion feature                                      (875,000)                                      (875,000)
Cumulative convertible preferred stock
  dividend requirements                                    (61,067)                                       (61,067)
                                                 -----------------      -----------------       -----------------
Net loss attributable to common shareholders     $      (8,619,234)     $      (2,955,005)      $      (5,664,229)
                                                 =================      =================       =================

Net (loss) per common share                      $           (0.65)                             $            (.43)
                                                 =================                              =================

Continuing operations:                                       (0.47)                                          (.25)
                                                 =================                              =================

Discontinued operations:                         $           (0.18)                             $            (.18)
                                                 =================                              =================

Weighted Average Shares Outstanding
Basic and assumed diluted                               13,293,655                                     13,293,655
                                                 =================                              =================
</TABLE>

Notes to unaudited Pro Forma Condensed Consolidated Financial Information

The pro forma unaudited  condensed  consolidated  statements of loss for the six
months ended  February 28, 2005 and for the year ended August 31, 2004 have been
presented assuming the disposition  occurred as of September 1, 2003 and include
pro forma adjustments as follows:

      (a) To remove the operations of the call center assets that was sold.

Note that the  discontinued  operations  shown in the  statement of loss for the
year ended  August 31,  2004  relate to the sale of  another  subsidiary  of the
Company.


                                      -7-
<PAGE>

(c) Exhibits

         10.1     Asset Purchase Agreement

         99.1     Press Release on sale of substantially all of the assets of
                  E-Commerce.


                                      -8-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                        Market Central, Inc.
                                        (Registrant)


Dated: July 6, 2005                 By: /s/ Clifford Clark
                                        ---------------------------------------
                                        Clifford Clark, Chief Financial Officer


                                      -9-
{"company-data": {"conformed-name": "MARKET CENTRAL INC", "cik": "0001043933", "assigned-sic": "7372", "irs-number": "593562953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22969", "film-number": "05941641"}, "business-address": {"street1": "1650A GUM BRANCH RD", "city": "JACKSONVILLE", "state": "NC", "zip": "32830", "phone": "4079091723"}, "mail-address": {"street1": "1650A GUM BRANCH ROAD", "city": "JACKSONVILLE", "state": "NC", "zip": "32746"}, "former-company": [{"former-conformed-name": "PALADYNE CORP", "date-changed": "19990324"}, {"former-conformed-name": "SYNAPTX WORLDWIDE INC", "date-changed": "19970807"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): July 6, 2005 (May 23, 2005)

                              Market Central, Inc.

          Delaware                     0-22969                   59-3562953

(State or other jurisdiction   (Commission File ID No.)      (IRS Employer No.)
     of incorporation)

                         7810 Ballantyne Commons Parkway
                                    Suite 300
                               Charlotte, NC 28277
                    (Address of principal executive offices)

                                 (704) 319-2250
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On May 23, 2005, E-Commerce Support Centers,  Inc., a North Carolina corporation
("E-Commerce") and wholly-owned  subsidiary of the Company entered into an Asset
Purchase  Agreement (the "Asset Purchase  Agreement") with Customerlinx of North
Carolina,   Inc.,  a  North  Carolina   corporation   ("Customerlinx   NC")  and
wholly-owned   subsidiary  of   Customerlinx   Corp.,  a  Delaware   corporation
("Customerlinx"),   pursuant  to  which   Customerlinx  NC  agreed  to  purchase
substantially all of the assets of E-Commerce.

The Purchase Price for the assets is the sum of  $1,100,000,  and the assumption
of $85,233.90 of net  liabilities of E-Commerce (the  "Liabilities").  As of the
Closing, the E-Commerce owed Customerlinx the sum of $129,000 in management fess
pursuant to a management agreement.  Therefore,  the parties agreed that, at the
Closing,  Customerlinx  NC shall  deliver  a  promissory  note (the  "Note")  to
E-Commerce in the amount of $971,000,  and Customerlinx  shall credit the sum of
$129,000  to the unpaid  management  fees.  The Note has a  maturity  date of 39
months,  pays simple  interest at five percent  (5%),  and is secured by certain
assets of Customerlinx NC.

In the event that  Customerlinx  NC has not pre-paid the Note in full by May 31,
2006,  then  Customerlinx  NC shall also pay to E-Commerce on or before July 31,
2006 an amount equal to (I) 0.75  multiplied by (II) the amount by which (A) the
net income (which calculation shall only include expenses directly  attributable
to  Customerlinx  NC's operation of the Business in North Carolina and Allocable
Corporate  Expenses)  that  Customerlinx  NC generates from its operation of the
Business in North Carolina  during the 12 months ending May 31, 2006 (i.e.,  the
period  commencing June 1, 2005 and ending May 31, 2006) exceeds (B) the greater
of (i) zero or (ii) the net income or loss  generated  from the operation of the
Business in North  Carolina by E-Commerce  and  Customerlinx  NC in the calendar
year ending December 31, 2005.

In addition,  pursuant to the Asset Purchase  Agreement,  Customerlinx agreed to
guaranty the obligations of Customerlinx NC thereunder.

SECTION 2 - FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 23,  2005,  E-Commerce  completed  the sale of  substantially  all of its
assets pursuant to the Asset Purchase Agreement as described in Item 1.01.

E-Commerce  was engaged in the  business of  operating a contact call center and
related  services  and  its  assets  consisted  of  contracts,  leases,  service
agreements,   vendor  agreements,   employment   agreements,   websites,   URLs,
intellectual property and other agreements.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On May 24, 2005, Market Central,  Inc. issued a press release announcing that it
has completed its previously  announced sale of substantially  all of the assets
of E-Commerce, its contact call center located in Jacksonville,  North Carolina.
A copy of the press  release is attached as Exhibit 99.1 to this Current  Report
on Form 8-K.

                                      -2-
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

      Not applicable.

(b)   PRO FORMA FINANCIAL INFORMATION.

      Condensed Consolidated Pro Forma Unaudited Balance Sheet as of February
      28, 2005

      Condensed Consolidated Pro Forma Unaudited Statement of Operations for the
      Six Month Ended February 28, 2005

      Condensed Consolidated Pro Forma Unaudited Statement of Operations for the
      Year Ended August 31, 2004

      Notes to Condensed Consolidated Pro Forma Unaudited Financial Statements

               UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

On May 23, 2005, the Company  consummated  the sale of its call center  business
segment in exchange for $1,180,000,  comprised of a deferred purchase promissory
note in the amount of $971,000 and the  assumption  of $209,000 of  liabilities,
net of transaction  costs. The promissory note is payable at the rate of $25,000
per month including interest at 5% per annum on the unpaid balance until paid in
full. The call center was the Company's  principal  revenue  producing  business
segment.  This sale results in the  Company's  principal  assets and  operations
being its suite of software products and its intellectual property.

The Proforma Unaudited Financial  Statements have been prepared by management of
the Company in order to present  consolidated  financial position and results of
operations of the Company as if the  disposition had occurred as of February 28,
2005  for the pro  forma  condensed  balance  sheet  and to give  effect  to the
disposition of the call center segment, as if the transaction had taken place at
September  1,  2003  for the  pro  forma  condensed  consolidated  statement  of
operations  for the six months ended February 28, 2005 and the year ended August
31, 2004.

The unaudited pro forma financial  information is not necessarily  indicative of
the actual results of operations or the financial position which would have been
attained had the disposition  been  consummated at either of the foregoing dates
or which may be attained in the future.

                                      -3-
Market Central, Inc.
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                February 28, 2005

                                                                                   Pro Forma             Pro Forma
ASSETS                                                        Historical           Adjustments           Balance Sheet
Current Assets:

Cash and cash equivalents                                   $            --     $            --        $            --
Accounts receivable                                                 648,514                                    648,514
Accounts receivable - related parties                               428,747                                    428,747
Notes receivable                                                                        257,293(a)             257,293
Prepaid expenses and other assets                                    57,941                                     57,941
                                                            ---------------     ---------------        ---------------
Total Current Assets                                              1,135,202             257,293              1,392,495
Notes receivable                                                                        713,707(a)             713,707
Property and Equipment, net                                          10,423                                     10,423
Net assets from discontinued operations                             699,705                                   (699,705)(a)

Cash and cash equivalents                                   $            --     $            --
Restricted cash                                                     109,617                                    109,617
Goodwill                                                            745,050                                    745,050
Deposits and other                                                      426                                        426
Patents and trademarks, net of amortization                          48,657                                     48,657
                                                            ---------------     ---------------        ---------------

Total Assets                                                $     2,749,080     $       271,295        $     3,020,375
                                                            ===============     ===============        ===============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:

Cash disbursed in excess of available funds                 $        83,472     $            --        $        83,472
Accounts payable and accrued liabilities                          3,468,388             (20,000)(a,b)        3,448,388
Note payable to related parties                                   2,912,465                                  2,912,465
Notes payable, current portion                                       48,597                                     48,597
Due to factor                                                       354,584                                    354,584
Accrued preferred stock dividend                                    139,529                                    139,529
Current portion of capital lease obligation                         523,921                                    523,921
                                                            ---------------     ---------------        ---------------
Total Current Liabilities                                         7,530,956                                  7,510,956

Capital lease obligation - long-term portion                         36,982                                     36,982

Liabilities from discontinued operations                            125,000            (125,000)(a)

Total Deficiency in Stockholders' Equity                         (4,943,858)            416,295(a,b)        (4,527,563)

Total Liabilities and Deficiency in Stockholders' Equity    $     2,749,080     $       271,295        $     3,020,375
                                                            ===============     ===============        ===============
-4-
Notes to unaudited Pro Forma Condensed Consolidated Financial Information

The pro forma  unaudited  condensed  consolidated  balance  sheet  was  prepared
assuming the disposition  occurred as of September 1, 2004 and include pro forma
adjustments as follows:

(a)   To record transaction with Customer Linx of N.C., Inc for purchase of
      certain assets and assumption of certain liabilities of Ecom Support
      Centers, Inc. as follows:

              Promissory note                              $  971,000
              Liabilities assumed                             209,000
                       Total consideration                  1,180,000
              Less: Net book value of assets sold            (699,705)
              Pre-tax and after tax gain on sale           $  480,295

(b)   To accrue for estimated transaction costs as follows:
              Professional fees                            $   64,000
              Accrued transaction costs                    $   64,000

                                      -5-
Market Central, Inc.
          Unaudited Pro Forma Condensed Consolidated Statement of Loss
                   For the Six Months ended February 28, 2005

                                                                     Pro Forma         Pro Forma
                                                 Historical         Adjustments   Statement of Operations
Revenues, net                                    $      6,784      $         --        $      6,784

Cost of sales                                           2,455                --               2,455
                                                 ------------      ------------        ------------
Gross profit                                            4,329                --               4,329

Operating expenses:
Selling, general and administrative                 1,451,734                             1,451,734
Depreciation and amortization                          22,863                                22,863
                                                 ------------      ------------        ------------
Total operating expenses                            1,474,597                             1,474,597

Loss from operations                               (1,470,268)                           (1,470,268)

Other income (Note K)                                 235,661                               235,661
Interest (expenses), net                              (44,499)                              (44,499)
                                                 ------------      ------------        ------------
Total other (income) expenses                         191,162                               191,162

Loss from continuing operations, before
income taxes and discontinued operations           (1,279,106)                           (1,279,106)
Provision for income taxes                                 --                --
                                                 ------------      ------------        ------------
Loss from continuing operations,
 before discontinued operations                    (1,279,106)                           (1,279,106)

Loss from discontinued operations                    (543,397)      543,397 (a)                  --

Net loss                                         $ (1,822,503)     $    543,397        $ (1,279,106)
                                                 ============      ============        ============

Cumulative convertible preferred stock
 dividend requirements                                (78,189)                              (78,189)
                                                 ------------                          ------------
Net loss attributable to common shareholders     $ (1,900,692)                         $ (1,357,295)
                                                 ============                          ============

Net (loss) per common share                      $      (0.15)                         $       (.10)
                                                 ============                          ============

Continuing operations:                                  (0.10)                                 (.10)
                                                 ============                          ============

Discontinued operations:                                (0.05)                                   --
                                                 ============                          ============

Weighted Average Shares Outstanding
Basic and assumed diluted                          12,786,954                            12,786,954
                                                 ============                          ============
-6-
Market Central, Inc.
               Pro Forma Condensed Consolidated Statement of Loss
                       For the Year ended August 31, 2004

                                                                           Pro Forma                  Pro Forma
                                                         Audited          Adjustments          Statement of Operations
Revenues, net                                    $       7,732,021      $      (7,702,432)(a)   $          29,589

Cost of sales                                            5,519,077             (5,511,365)(a)               7,712
                                                 -----------------      -----------------       -----------------
Gross profit                                             2,212,944             (2,191,067)                 21,877
Operating expenses:
Selling, general and administrative                      6,387,490             (4,208,659)(a)           2,178,831
                                                                                                        2,178,831
Depreciation and amortization                              576,115               (533,769)(a)              42,346
                                                 -----------------      -----------------       -----------------
Total operating expenses                                 6,963,605             (4,742,428)              2,221,177

Loss from operations                                    (4,750,661)            (2,551,361)(a)          (2,199,300)

Interest expense, net                                     (513,343)              (403,644)(a)            (109,699)
                                                 -----------------      -----------------       -----------------
Loss from continuing operations, before
income taxes and discontinued operations                (5,264,004)            (2,955,005)             (2,308,999)
Provision for income taxes                                      --                     --
Loss from continuing operations,
 before discontinued operations                         (5,264,004)            (2,955,005)             (2,308,999)

Loss from discontinued operations                       (2,419,163)                                    (2,419,163)
                                                 -----------------      -----------------       -----------------
Net loss                                                (7,683,167)            (2,955,005)             (4,728,162)
Preferred stock dividend - beneficial
  conversion feature                                      (875,000)                                      (875,000)
Cumulative convertible preferred stock
  dividend requirements                                    (61,067)                                       (61,067)
                                                 -----------------      -----------------       -----------------
Net loss attributable to common shareholders     $      (8,619,234)     $      (2,955,005)      $      (5,664,229)
                                                 =================      =================       =================

Net (loss) per common share                      $           (0.65)                             $            (.43)
                                                 =================                              =================

Continuing operations:                                       (0.47)                                          (.25)
                                                 =================                              =================

Discontinued operations:                         $           (0.18)                             $            (.18)
                                                 =================                              =================

Weighted Average Shares Outstanding
Basic and assumed diluted                               13,293,655                                     13,293,655
                                                 =================                              =================
Notes to unaudited Pro Forma Condensed Consolidated Financial Information

The pro forma unaudited  condensed  consolidated  statements of loss for the six
months ended  February 28, 2005 and for the year ended August 31, 2004 have been
presented assuming the disposition  occurred as of September 1, 2003 and include
pro forma adjustments as follows:

      (a) To remove the operations of the call center assets that was sold.

Note that the  discontinued  operations  shown in the  statement of loss for the
year ended  August 31,  2004  relate to the sale of  another  subsidiary  of the
Company.

                                      -7-
(c) Exhibits

         10.1     Asset Purchase Agreement

         99.1     Press Release on sale of substantially all of the assets of
                  E-Commerce.

                                      -8-
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                        Market Central, Inc.
                                        (Registrant)

Dated: July 6, 2005                 By: /s/ Clifford Clark
                                        ---------------------------------------
                                        Clifford Clark, Chief Financial Officer

                                      -9-