Unaudited Pro Forma Condensed Financial Information

     The following unaudited pro forma condensed consolidated financial statements give effect to the purchase of the outstanding stock of U.S. Convergion, Inc (“Convergion”). The purchase is accounted for under the purchase method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed based on the estimated fair values of those assets and liabilities. The excess of the purchase price and liabilities assumed over the fair values of those assets is allocated to goodwill in the financial statements.

     The unaudited pro forma condensed consolidated financial statements have been prepared by management of Market Central in order to present consolidated financial position and results of operations of Convergion and Market Central as if the acquisition had occurred as of February 28, 2003 for the pro forma condensed balance sheet and to give effect to the acquisition of Convergion, as if the transaction had taken place at September 1, 2001 for the pro forma condensed consolidated statements of losses for the year ended August 31, 2002 and as of September 1, 2002 for the six month period ended February 28, 2003. The unaudited pro forma condensed consolidated balance sheet combines Market Central, Inc. as of February 28, 2003 and the balance sheet of U.S. Convergion, Inc. as of December 31, 2002. The unaudited pro forma condensed consolidated statement of operations for the year ended August 31, 2002 reflects the operations of U.S. Convergion, Inc. for the year ended December 31, 2002 combined with the registrant’s operations for the year ended August 31, 2002. The unaudited pro forma condensed consolidated statement of operations for six months ended February 28. 2003 reflects the operations of U.S. Convergion, Inc. and the registrant for this period.

     The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated condensed financial position or the results of operations in future periods or the results that actually would have been realized had Market Central, Inc. and U.S. Convergion, Inc. been a combined company during the specified periods. The unaudited pro forma condensed consolidated financial statements are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements of Market Central, Inc. (including notes thereto) included in the registrant’s SEC Form 10-KSB and 10-QSB.

     Effective with the acquisition, all previously outstanding common stock, preferred stock, options and warrants owned by Convergion stockholders were exchanged for an aggregate of 374,630 shares of Market Central, Inc.’s common stock. The value of the stock that was issued was the historical cost of Convergion’s net tangible assets, which did not differ materially from their fair value. In accordance with SFAS 141, Market Central, Inc. is the acquiring entity.

Market Central, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

February 28, 2003

		Market			U.S.				Adjustments &
		Central, Inc.			Convergion, Inc.				Eliminations			Consolidated
Cash		$	(26,456	)	$	261,272						$	234,816
Other current assets			1,440,908			1,442,705							2,883,613
Goodwill								a		671,899			3,414,463
								b		(290,000	)
								b		2,871,564
								b		161,000
Other assets			1,269,449			750,691							2,020,140
	TOTAL ASSETS	$	2,683,901		$	2,454,668						$	8,553,032
Notes payable — current					$	140,140						$	140,140
Other current liabilities			3,626,484			4,752,179		b		161,000			8,539,663
Other liabilities			190,000			143,913							333,913
	TOTAL LIABILITIES		3,816,484			5,036,232							9,013,716
													—
Preferred Stock — Series A			137										137
Preferred Stock — Series C			1,000										1,000
Preferred Stock — Series D			1,000										1,000
Common Stock			10,551			481		a		375			10,926
								b		(481	)
Additional paid in capital			20,080,735			289,519		a		671,524			20,752,259
								b		(289,519	)
Accumulated deficit			(21,226,006	)		(2,871,564	)	b		2,871,564			(21,226,006	)
	TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,683,901		$	2,454,668						$	8,553,032

Market Central, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the year ended August 31, 2002

				Market			U.S.			Adjustments &
				Central, Inc.			Convergion, Inc.			Eliminations	Consolidated
REVENUES				$	8,755,369		$	16,692,085			$	25,447,454
COST OF REVENUES					5,647,667			14,082,043				19,729,710
	Gross Profit				3,107,702			2,610,042				5,717,744
EXPENSES:
	Selling and G&A				4,624,991			4,552,083				9,177,074
	Goodwill impairment				—			772,927				772,927
		Loss from Operations			(1,517,289	)		(2,714,968	)			(4,232,257	)
OTHER INCOME (EXPENSE):
	Interest Expense				(654,517	)		(121,704	)			(776,221	)
	Other income				—			79,542				79,542
			Net Loss		(2,171,806	)		(2,757,130	)			(4,928,936	)
	Cumulative Convertible Preferred Stock Dividend				40,800							40,800
		Net Loss to Common Shareholders		$	(2,212,606	)	$	(2,757,130	)		$	(4,969,736	)
	Loss per common share			$	(1.32	)	$	(57.26	)		$	(.45	)
		Weighted Average Shares Outstanding
		Basic and diluted			1,670,935	(d)		48,146				10,926,357

Market Central, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the six months ended February 28, 2003

			Market			U.S.			Adjustments &
			Central, Inc.			Convergion, Inc.			Eliminations	Consolidated
REVENUES			$	4,834,338		$	7,261,328			$	12,095,666
COST OF REVENUES				2,917,050			4,633,334				7,550,384
	Gross Profit			1,917,288			2,627,994				4,545,282
EXPENSES:
	Selling & G&A			2,140,112			4,314,632				6,454,744
	Goodwill impairment			—			772,927				772,927
		Loss from Operations		(222,824	)		(2,459,565	)			(2,682,389	)
OTHER INCOME (EXPENSE):
	Interest Expense			(177,876	)		(128,519	)			(306,395	)
	Professional fees			(161,021	)						(161,021	)
		Net Loss		(561,721	)		(2,588,084	)			(3,149,805	)
	Cumulative Convertible Preferred Stock Dividend			20,400							20,400
	Net Loss to Common Shareholders		$	(582,121	)	$	(2,588,084	)		$	(3,170,205	)
	Loss per common share		$	(.05	)	$	(53.75	)		$	(.29	)
Weighted Average Shares Outstanding
		Basic and diluted		10,551,727			48,146				10,926,357

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

The unaudited pro forma condensed consolidated financial statements have been prepared in order to present consolidated financial position and results of operations of Market Central, Inc. and U.S. Convergion, Inc. as if the acquisition had occurred as of February 28, 2003 for the pro forma condensed balance sheet and to give effect to the acquisition of Convergion, as if the transaction had taken place at September 1, 2001 for the pro forma condensed consolidated statements of losses for the year ended August 31, 2002 and as of September 1, 2002 for the six month period ended February 28, 2003.

The following pro forma adjustments are incorporated into the pro forma condensed consolidated balance sheets as of February 28, 2003 and the pro forma condensed consolidated statements of losses for the six month period ended February 28, 2003 and for the year ended August 31, 2002:

Explanation of Adjustments and Eliminations:

a.	To record the issuance of 374,630 shares of Market Central, Inc. common stock issued to stockholders of U.S. Convergion, Inc. in exchange for all of the issued and outstanding shares of U.S. Convergion, Inc. common stock
b.	To record the acquisition of Convergion for stock. The significant components of this transaction are.

Excess of liabilities assumed over assets acquired	$	2,581,564
Common stock issued		671,899
Acquisition costs		161,000
Total consideration received	$	3,414,463

The excess consideration received has been accounted for as goodwill.

c. The pro forma statement of operations for the year ended August 31, 2002 was prepared by combining the statement of operations of Market Central for that period with the audited statement of operations of U.S. Convergion, Inc. for its fiscal year ended December 31, 2002. The registrant believes that this presentation is appropriate because the registrant would not otherwise be able to reflect a full year of operations of U.S. Convergion, which commenced operations during December 2001.

d. The Market Central, Inc. weighted average shares outstanding at August 31, 2002 reflect the 1:10 reverse split which occurred on February 5, 2003.