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):  October 26, 2004
                                                   (October 20, 2004)

                              Market Central, Inc.

           Delaware                    0-22969                  59-3562953
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(State or other jurisdiction   (Commission File ID No.)    (IRS Employer No.)
      of incorporation)

                              1650A Gum Branch Road
                             Jacksonville, NC 28540
                    (Address of principal executive offices)

                                 (910) 478-0097
              (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 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

Since October 15, 2004,  the Company has issued  119,323  shares of its Series A
Preferred Stock at a price of $1.3325 per share. The Company's  principal broker
for such sales is paid a 10% commission on such shares,  plus the receipt of one
warrant to purchase one share of the Company's Common Stock per 3.3712 shares of
Series A Preferred Stock sold. Each share of such Preferred Stock is convertible
on a one-for-one  basis into the Company's Common Stock.



The shares of Preferred  Stock are being issued  pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

As described in the Company's Quarterly Report on Form 10-QSB for the quarter
ended May 31, 2004, Tweddle Litho Company ("Tweddle") in October 2003 filed a
complaint against the Company and Gibralter Publishing, Inc. in the United
States District Court, Eastern District of North Carolina. As a result of issues
discussed below with respect to the mishandling by the Company's counsel of such
litigation, the Company settled the litigation by agreeing to pay the sum of
$400,000to Tweddle in six installments with a final installment due on January
3, 2005. The Company is performing under the terms of this settlement. The
Company had fully accrued for such liability in the quarter ended May 31, 2004.

Notwithstanding the settlement of the litigation, the matter was referred to the
U.S. Attorney's office for the Eastern District of North Carolina to investigate
whether the Company had engaged in conduct that constituted criminal contempt of
court. After a thorough investigation in which the Company cooperated fully, on
October 20, 2004, the Company entered into a plea agreement pursuant to which it
agreed to plead guilty to criminal contempt and pay a $50,000 fine. The plea
agreement is under advisement and will be considered again by the Court on
December 13, 2004, at which time the Company expects it to be finalized and
resolved.

The Company believes that both the civil and criminal  liability issues arose as
a result of the Company's  former counsel failing to properly defend the Company
and failing to properly  notify  management of the Company of either the hearing
or the summary  judgment  order  described  in the  Company's  Quarterly  Report
referenced  above. As a result of such malfeasance and nonfeasance,  the Company
took  actions  which  violated  the summary  judgment  order,  resulting  in the
settlement of the civil  litigation and the  subsequent  criminal  charges.  The
actions included the sale of a subsidiary and the sale of preferred stock of the
Company.

The Company  intends to  vigorously  pursue legal action  against the  Company's
former  counsel and his law firm for damages  resulting from his and its alleged
malfeasance and nonfeasance .

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired

    N/A

(b) Pro Forma Financial Information

    N/A

(c) Exhibits


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                                   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:  October 26, 2004          By: /s/ Clifford Clark
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                                      Clifford Clark, Chief Financial Officer




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