OMB APPROVAL
                     UNITED STATES                  ----------------------------
           SECURITIES AND EXCHANGE COMMISSION       OMB Number: 3235-0058
                 Washington, D.C. 20549             Expires:    January 31, 2005
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                      FORM 12B-25
              NOTIFICATION OF LATE FILING              COMMISSION FILE NUMBER
                                                               0-22969

                   (Check One): [_] Form 10-KSB [_] Form 20-F
                  [_] Form 11-K [X] Form 10-QSB [_] Form N-SAR
                         For Period Ended: May 31, 2004
                                          ---------------------------

                           [_] Transition Report on Form 10-K
                           [_] Transition Report on Form 20-F
                           [_] Transition Report on Form 11-K
                           [_] Transition Report on Form 10-Q
                           [_] Transition Report on Form N-SAR
                           For the Transition Period Ended:
                                                           --------------------

  Read attached instruction sheet before preparing form. Please print or type.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

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Full Name of Registrant

MARKET CENTRAL, INC.
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Former Name if Applicable

N/A
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Address of Principal Executive Office (Street and Number)

1650A GUM BRANCH ROAD, JACKSONVILLE
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City, State and Zip Code

NORTH CAROLINA  28540
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PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]

      (a) The reasons  described in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

      (b) The subject annual report,  semi-annual  report,  transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion  thereof,  will be filed on
or before the fifteenth  calendar day following the  prescribed due date; or the
subject  quarterly report of transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.



PART III -- NARRATIVE

      State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K,
10-Q,  N-SAR, or the transition  report or portion  thereof,  could not be filed
within the prescribed time period.

MANAGEMENT OF THE COMPANY HAS BEEN UNABLE TO COMPLETE THE PREPARATION OF THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB BY THE PRESCRIBED DUE DATE OF JULY 15,
2004 WITHOUT UNREASONABLE EFFORT OR EXPENSE BECAUSE THE COMPANY IS STILL IN THE
PROCESS OF COMPILING AND ANALYZING FINANCIAL INFORMATION RELATING TO ITS
OPERATIONS.



PART IV -- OTHER INFORMATION

      (1) Name and  telephone  number  of person  to  contact  in regard to this
notification

         CLIFFORD A. CLARK              (910)                  478-0097
         -----------------------    --------------         -----------------
         (Name)                     (Area Code)            (Telephone Number)

      (2) Have all other periodic  reports required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).
[X] Yes  [_] No

      (3) Is it anticipated that any significant change in results of operations
from  the  corresponding  period  for the last  year  will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes  [X] No

      If so, attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.



                              MARKET CENTRAL, INC.
                              --------------------
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date     July 15, 2004              By:  /S/  CLIFFORD A. CLARK
     ---------------------               ---------------------------------------
                                              CHIEF FINANCIAL OFFICER

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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      INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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