<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A
                                 (Amendment No 1)

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________.

                        Commission file number 333-46682

                         MARKETING WORLDWIDE CORPORATION
                        -------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        68-0566295
         --------                                        -----------
  (State or jurisdiction of                    (IRS Employer Identification No.)
incorporation or organization)

                11224, Lemen Road, Whitmore Lake, Michigan 48189
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's telephone number: (734) 449-2461

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:
                              Class A Common Stock,
                                $ .001 Par Value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 pf the Exchange Act). Yes [x] No [_]

         As of June 30, 2004, the Registrant had 11,251,995 shares of common
stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [  ]  No [X]





<PAGE>
<TABLE>
<CAPTION>
                         MARKETING WORLDWIDE CORPORATION

                     Quarterly Report on Form 10-QSB for the
                      Quarterly Period Ending June 30, 2003

                                Table of Contents

PART I.  FINANCIAL INFORMATION
<S>      <C>                                                                     <C>

         Item 1.  Financial Statements (Unaudited)                               3

                  Condensed Consolidated Balance Sheet:                          4
                       June 30, 2004(unaudited)

                  Condensed Consolidated Statements of Income (unaudited):       5
                       Three and Nine Months Ended June 30, 2004 and 2003

                  Condensed Consolidated Statement of Stockholder Equity         6
                       (unaudited): Nine Months Ended June 30, 2004

                  Condensed Consolidated Statements of Cash Flows (unaudited):   7
                       Nine Months Ended June 30, 2004 and 2003

                  Notes to Condensed Consolidated Financial Statements           8
                       (unaudited): June 30, 2004

         Item 2.  Management Discussion and Analysis                             11

         Item 3.  Controls and Procedures                                        14

         Item 4.  Submission of Matters to a Vote of Security Holders            14

PART II. OTHER INFORMATION                                                       15

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a Vote of Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K                               15

                                        2
</TABLE>





<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements as of June
30, 2004 and for the three months and nine months ended June 30, 2004 and 2003
have been prepared by Marketing Worldwide Corporation, a Delaware corporation.

                                        3





<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents                                            $  342,517
Accounts receivable, net                                                958,596
Inventories                                                             959,772
Other current assets                                                    233,689

                                                                     -----------
TOTAL CURRENT ASSETS                                                  2,494,574

Property, plant and equipment, net                                      190,595
Other assets, net                                                         8,688

                                                                     -----------
Totals                                                               $2,693,857
                                                                     ===========

LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable and capital leases - current portion                   $  733,897
Accounts payable                                                        356,663
Notes payable - related parties                                         154,271
Other current liabilities                                               276,865

                                                                     -----------
TOTAL CURRENT LIABILITIES                                             1,521,696
                                                                     -----------

Capital leases - long term portion                                        6,337

                                                                     -----------
TOTAL LIABILITIES                                                     1,528,033
                                                                     -----------

Stockholders equity:
Preferred stock - $0.001 par value, 10,000,000 shares authorized:
  shares issued and outstanding - 0                                           --
Common stock - $0.001 per value, 100,000,000 shares authorized:
  11,251,995 shares issued and outstanding at June 30 2004              11,252
Additional paid-in capital                                             907,048
Retained earnings                                                      247,524

                                                                     -----------
    TOTAL STOCKHOLDERS EQUITY                                         1,165,824
                                                                     -----------
Totals                                                               $2,693,857
                                                                     ===========

              See accompanying footnotes to the unaudited condensed
                       consolidated financial statements

                                        4





<PAGE>
<TABLE>

                                                  MARKETING WORLDWIDE CORPORATION
                                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                            (UNAUDITED)

                                                                  Three Months Ended                     Nine Months Ended
                                                                       June 30,                              June 30,
                                                           --------------------------------      --------------------------------
                                                                2004              2003               2004                2003
                                                           -------------      -------------      -------------      -------------
<S>                                                        <C>                <C>                <C>                <C>
Sales                                                      $  1,647,393       $  1,663,137       $  5,387,515       $  5,998,247

Cost of sales                                                 1,179,355          1,161,912          3,809,403          4,395,400

                                                           -------------      -------------      -------------      -------------
Gross profit                                                    468,038            501,225          1,578,112          1,602,847

Operating Expenses
Selling, general and administrative expenses                    329,498            316,431          1,160,532          1,248,840

                                                           -------------      -------------      -------------      -------------
Total operating expenses                                        329,498            316,431          1,160,532          1,248,840

Income from operations                                          138,540            184,794            417,580            354,007

Interest expense (income)                                        12,416              5,819             31,841             19,600
Other expense (income)                                           (1,585)             1,025            (12,385)           (61,188)

                                                           -------------      -------------      -------------      -------------
Income before income taxes                                      127,709            177,950            398,124            395,595

Provision for income taxes                                       53,300             7,100             150,600             15,800

                                                           -------------      -------------      -------------      -------------
Net Income                                                 $     74,409       $    170,850       $    247,524       $    379,795
                                                           =============      =============      =============      =============

Income per common share

Basic                                                      $       0.01       $       0.02       $       0.03       $       0.04
Diluted                                                    $       0.01       $       0.02       $       0.03       $       0.04
                                                           =============      =============      =============      =============

Weighted average common share outstanding
Basic                                                        10,004,000          9,600,000          8,892,444          9,600,000
Diluted                                                      11,254,000          9,600,000         10,031,333          9,600,000
                                                           =============      =============      =============      =============

                                       See accompanying footnotes to the unaudited condensed
                                                consolidated financial statements
</TABLE>
                                                                               5





<PAGE>
<TABLE>

                                                  MARKETING WORLDWIDE CORPORATION
                                     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                             FOR THE NINE MONTHS ENDED JUNE 30, 2004
                                                            (UNAUDITED)

                                            Preferred               Common     Additional                                Total
                                   Preferred  Stock     Common      Stock       Paid-in     Retained     Members'     Stockholders'
                                    Shares    Amount    Shares      Amount      Capital     Earnings     Capital         Equity
                                   ------------------------------------------------------------------------------------------------
<S>                                   <C>  <C>       <C>         <C>          <C>          <C>          <C>           <C>
Balance at September 30, 2003         --   $   --           --   $       --   $       --   $       --   $  518,389    $  518,389
Reclass of membership interest to
notes payable - related parties       --       --           --           --           --           --     (100,000)     (100,000)
in October 2003

Shares issued in exchange  for cash
investment                            --       --      400,000          400        3,800           --           --         4,200

Shares issued in connection with                                                                                              --
acquisition of membership interests
of  Marketing Worldwide
LLC valued at $0.04 per share         --       --    9,600,000        9,600      408,789           --     (418,389)           --

Shares issued in exchange for cash valued
at $1.50 per share                    --       --        4,000            4        5,996           --           --         6,000

Shares issued in exchange  for cash valued
at $.65 per share                     --       --      512,186          512      332,409           --           --       332,921

Shares issued in exchange for consulting
services  at $0.05 per share          --       --      535,809          536       26,254           --           --        26,790

Shares issued in exchange  for consulting
services at $0.65 per share            --      --      200,000          200      129,800           --           --       130,000

Net income                            --       --           --           --           --      247,524           --       247,524
                                   ------------------------------------------------------------------------------------------------

Balance at June 30, 2004              --   $   --   11,251,995   $   11,252   $  907,048   $  247,524   $       --    $1,165,824
                                   ================================================================================================

                                        See accompanying footnotes to the unaudited condensed
                                                  consolidated financial statements
</TABLE>
                                                                               6





<PAGE>
<TABLE>
                             MARKETING WORLDWIDE CORPORATION
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE NINE MONTHS ENDED JUNE 30,
                                       (UNAUDITED)
<CAPTION>

                                                                  2004            2003
                                                               ----------      ----------
<S>                                                            <C>             <C>
Cash flows from operating activities:

Net cash used in operating activities                           (368,788)       (261,268)
                                                               ----------      ----------

                                                               ----------      ----------
Net cash provided by (used in) investing activities               14,087        (104,108)
                                                               ----------      ----------

                                                               ----------      ----------
Net cash provided by financing activities                        472,401         362,002
                                                               ----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             117,700          (3,374)

Cash and cash equivalents at the beginning of period             224,817         138,554

                                                               ----------      ----------
Cash and cash equivalents at the end of period                 $ 342,517       $ 135,180
                                                               ==========      ==========

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Membership interest converted to notes
payable to related parties                                     $ 100,000       $      --
                                                               ==========      ==========
Common stock issued in exchange for consulting services        $  26,790       $      --
Common stock issued in exchange for consulting services        $ 130,000       $      --

Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                          $  32,271       $  22,023
                                                               ==========      ==========
Taxes paid in cash                                             $      --       $      --
                                                               ==========      ==========

              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                        7
</TABLE>





<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General
-------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the nine-month period ended June
30, 2004, are not necessarily indicative of the results that may be expected for
the year ended September 30, 2004. The unaudited condensed consolidated
financial statements should be read in conjunction with the September 30, 2003
financial statements and footnotes thereto included in the Company's SEC Form
10-SB, as amended.

Basis of Presentation
---------------------

Marketing Worldwide Corporation (the "Company", "Registrant" or "MWW"), is
incorporated under the laws of the State of Delaware. The Company is engaged,
through its wholly-owned subsidiary, Marketing Worldwide LLC ("MWWLLC"), in the
design, import and distribution of automotive accessories for motor vehicles in
the automotive aftermarket industry.

The consolidated financial statements include the accounts of the Registrant and
its wholly-owned subsidiary, marketing Worldwide LLC. All significant
inter-company transactions and balances have been eliminated in consolidation.

Stock-Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the quarter ended September 30, 2003. The
Company has no awards of stock-based employee compensation outstanding at June
30, 2004 and 2003.

Income Taxes
------------

The Company's predecessor, MWWLLC had chosen to be treated as a partnership for
federal income tax purposes (See Note B). A partnership is a not a tax paying
entity for federal income tax purposes. Accordingly, no federal income tax
expense has been recorded in the unaudited financial statements. All income or
losses were reported on the individual members' income tax returns. The Company
is however liable for state income taxes. The Company provides for income taxes
based on pre-tax earnings reported in the financial statements. Certain items
such as depreciation are recognized for tax purposes in periods other than the
period they are reported in the financial statements. Income taxes are
calculated using the liability method specified by Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes (SFAS 109)." Under
SFAS 109, deferred taxes are determined using the liability method which
requires the recognition of deferred tax assets and liability based on
differences between the financial statement and the income tax basis using
presently enacted tax rates.

The income tax rate utilized on an interim basis is based on the Company's
estimate of the effective income tax rate for the fiscal year ending September
30, 2004. Deferred income taxes are provided for accumulated temporary
differences due to basis of differences for assets and liabilities for financial
reporting and income tax purposes, including alternative minimum taxes. The
Company's temporary differences were deemed to be immaterial.

                                        8





<PAGE>

The income tax provision reported in the unaudited statement of income for the
three months ended December 31, 2003 is based on the then effective tax status
of the Company for income tax purposes. Accordingly, the tax provision reported
for the three and nine months ended June 30, 2004 is not comparable to June 30,
2003.

New Accounting Pronouncements
-----------------------------

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, REVENUE RECOGNITION. The staff updated and revised the existing revenue
recognition in Topic 13, REVENUE RECOGNITION, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the REVENUE RECOGNITION IN FINANCIAL STATEMENTS - FREQUENTLY ASKED
QUESTIONS AND ANSWERS document that the SEC staff considered relevant and
rescinds the remainder. The company's revenue recognition policies are
consistent with this guidance; therefore, this guidance did not have an
immediate impact on the company's financial statements.

NOTE B - ACQUISITION AND CAPITAL RESTRUCTURE

In October , 2003, the MWWLLC entered into a Purchase Agreement ("Agreement")
with the Company an inactive privately-held corporation with no significant
assets or operations. In accordance with SFAS No. 141, the MWWLLC was the
acquiring entity. While the transaction is accounted for using the purchase
method of accounting, in substance the Agreement is a recapitalization of the
MWWLLC's capital structure.

For accounting purposes, MWWLLC has accounted for the transaction as a reverse
acquisition and MWWLLC shall be the surviving entity. MWWLLC did not recognize
goodwill or any intangible assets in connection with the transaction.

Effective with the Agreement, all previously outstanding membership interests
owned by MWWLLC's members were exchanged for an aggregate of 9,600,000 shares of
the Company's common stock . The value of the stock that was issued was the
historical cost of the Company's net tangible assets, which did not differ
materially from their fair value.

Effective with the Agreement, MWWLLC became a wholly-owned subsidiary of the
Company

The accompanying financial statements present the historical financial
condition, results of operations and cash flows of MWWLLC prior to the merger
with the Company.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of June 30, 2004,
the Company has issued and outstanding 11,251,995 shares of common stock. As of
June 30, 2004, the Company has no issued and outstanding shares of preferred
stock.

In July 2003, the Company issued 400,000 shares of its $.001 par value common
stock to in exchange for $4,200 cash and 100,000 shares of common stock of F10
Oil & Gas Properties, Inc.. The shares of F10 Oil & Gas Properties, Inc. were
valued at $1 , which approximates the fair value of the common stock

In October 2003, the Company issued 9,600,000 shares of its $.001 par value
common stock in connection with restructure of the Company acquisition of 100%
of the membership interests in Marketing Worldwide LLC, a Michigan limited
liability company. (See note B)

In October 2003, the Company issued 4,000 shares of its $.001 par value common
stock and a Common Stock Purchase Warrant to acquire up to 1,000,000 shares of
its $.001 par value common stock in exchange for $6,000. The Warrant allows the
holder to exercise $.50 per share any time at before December 31, 2008.

In June 2004, the Company issued 512,186 shares of common stock for $ 332,921 in
connection with a private placement memorandum.

In June , 2004, the Company issued an aggregate of 535,809 shares of its
restricted common stock to a consultant for services rendered. The Company
valued the shares issued at $.0.05 per share, which approximated the fair value
of the services received, which did not differ materially from the value of the
stock issued. Compensation cost of $ 26,790 was charged to income during the
nine months ended June 30, 2004.

                                        9





<PAGE>

In accordance with EITF 96-18 the measurement date to determine shares' fair
value was the date at which a commitment for performance by the counter party to
earn the equity instrument was reached. The shares were issued at the time that
the Company did not have a historical market price for its common stock, and
therefore their fair value was based on the Company's book value.

In June 2004, the Company issued 200,000 shares of common stock for services to
be provided to the Company valued at $0.65 per share which represents the fair
value of the services to be received which did not differ materially from the
value of the stock issued.

NOTE D - STOCK OPTIONS AND WARRANTS

The following table summarizes the changes in options and warrants outstanding
and the related prices for the shares of the Company's common stock issued to
the Company consultants at June 30, 2004:

<TABLE>
                                                                                  Options and
                        Options and Warrants Outstanding                       Warrants Exercisable
                        --------------------------------                       --------------------
                                          Weighted Average        Weighed                       Weighted
                          Number       Remaining Contractual      Average         Number        Average
   Exercise Prices     Outstanding          Life (Years)       Exercise Price  Exercisable   Exercise Price
   ---------------     -----------          ------------       --------------  -----------   --------------
<S>           <C>           <C>                     <C>           <C>        <C>                <C>
              $0.50         1,000,000               4.51          $ 0.50     1,000,000          $ 0.50
               1.00           250,000               4.51            1.00       250,000            1.00
                            ---------               ----          ------     ---------          ------
                            1,250,000               4.51          $ 0.60     1,250,000          $ 0.60
                            =========               ====          ======     =========          ======
</TABLE>

Transactions involving options issued to non-employees are summarized as
follows:

                                                               Weighted Average
                                           Number of Shares    Price Per Share
                                           ----------------    ---------------
       Outstanding at October 1, 2003            250,000            1.00
          Granted                              1,000,000            0.50
          Exercised                                    -               -
          Canceled or expired                          -               -
                                               ---------        --------
       Outstanding at June 30, 2004            1,250,000        $   0.60
                                               =========        ========

                                       10





<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties about us, our current and planned products,
our current and proposed marketing and sales, and our projected results of
operations. There are several important factors that could cause actual results
to differ materially from historical results and percentages and results
anticipated by the forward-looking statements. The Company has sought to
identify the most significant risks to its business, but cannot predict whether
or to what extent any of such risks may be realized nor can there be any
assurance that the Company has identified all possible risks that might arise.
Investors should carefully consider all of such risks before making an
investment decision with respect to the Company's stock. In particular,
investors should refer to the section entitled, Risk Factors that May Affect
Future Results and Market Price of Stock.

The following discussion and analysis should be read in conjunction with our
financial statements and summary of selected financial data for the Company.
This discussion should not be construed to imply that the results discussed
herein will necessarily continue into the future, or that any conclusion reached
herein will necessarily be indicative of actual operating results in the future.
Such discussion represents only the best present assessment from our Management.

General Overview

The Company generates revenue from the sale of automotive accessories and
services throughout the United States and Canada. The Company makes most
purchases from a limited number of suppliers and collects most of its revenues
from a handful of customers. At present, the majority the Company's products and
services are designed for new Toyota and Lexus automobiles. Typical products and
services include spoilers, exhaust systems, comprehensive training, and
warranties.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect our reported assets, liabilities, revenues, and
expenses, and the disclosure of contingent assets and liabilities. We base our
estimates and judgments on historical experience and on various other
assumptions we believe to be reasonable under the circumstances. Future events,
however, may differ markedly from our current expectations and assumptions.
While there are a number of significant accounting policies affecting our
consolidated financial statements; we believe the following critical accounting
policies involve the most complex, difficult and subjective estimates and
judgments:

     o   revenue recognition
     o   inventories
     o   allowance for doubtful accounts

Revenue Recognition

Revenues on the sale of products, net of estimated costs of returns and
allowance, are recognized at the time products are shipped to customers, legal
title has passed, and all significant contractual obligations of the Company
have been satisfied. Products are generally sold on open accounts under credit
terms customary to the geographic region of distribution. The Company performs
ongoing credit evaluations of the customers and generally does not require
collateral to secure the accounts receivable.

                                       11





<PAGE>

Inventories

We value our inventories, which consist primarily of automotive body components,
at the lower of cost or market. Cost is determined on the first-in, first-out
method (FIFO) and includes the cost of merchandise and freight. A periodic
review of inventory quantities on hand is performed in order to determine if
inventory is properly positioned at the lower of cost or market. Factors related
to current inventories such as future consumer demand and trends in the
Company's core business, current aging, current and anticipated wholesale
discounts, and class or type of inventory is analyzed to determine estimated net
realizable values. A provision is recorded to reduce the cost of inventories to
the estimated net realizable values, if required. Any significant unanticipated
changes in the factors noted above could have a significant impact on the value
of our inventories and our reported operating results.

Allowance for Uncollectible Accounts

We are required to estimate the collectibility of our trade receivables. A
considerable amount of judgment is required in assessing the realization of
these receivables including the current creditworthiness of each customer and
related aging of the past due balances. In order to assess the collectibility of
these receivables, we perform ongoing credit evaluations of our customers'
financial condition. Through these evaluations we may become aware of a
situation where a customer may not be able to meet its financial obligations due
to deterioration of its financial viability, credit ratings or bankruptcy. The
reserve requirements are based on the best facts available to us and are
reevaluated and adjusted as additional information is received. Our reserves are
also based on amounts determined by using percentages applied to certain aged
receivable categories. These percentages are determined by a variety of factors
including, but are not limited to, current economic trends, historical payment
and bad debt write-off experience. We are not able to predict changes in the
financial condition of our customers and if circumstances related to our
customers deteriorate, our estimates of the recoverability of our receivables
could be materially affected and we may be required to record additional
allowances. Alternatively, if we provided more allowances than are ultimately
required, we may reverse a portion of such provisions in future periods based on
our actual collection experience. As of June 30, 2004, , we determined there was
no reserve required against our account receivables.

COMPARISON OF THE NINE MONTHS  ENDED JUNE 30, 2004 TO THE NINE MONTHS ENDED
JUNE 30, 2003

Sales

Net sales decreased $610,732, or 10.2% from $5,998,247 in 2003 to $5,387,515 in
2004. The decrease in revenues were attributed to the fact that two new Toyota
car models that were planned for release by Toyota in the period have been
delayed accordingly, the revenue that would have been generated during this
period for MWW by the release of these models has been postponed into future
periods.

Gross Profit

For the nine months ended June 30, 2004, the Company's gross profit margin was
29.3% compared to 26.7% for the nine months ended June 30, 2003. The increase in
margins are a result of a better mix of products and improved purchasing
policies.

Selling, General and Administrative Expenses

The Company's selling, general and administrative expenses decreased $88,308, or
7.1%, from $1,248,840 during the nine months ended June 30, 2003 to $1,160,532
during the nine months ended June 30, 2004. The decrease is due to several cost

                                       12





<PAGE>

savings measures the company has implemented in different areas. The Company
incurred research and development costs of $52,719 during 2004 as compared to
$74,933 in 2003, a decrease of $22,214, or 29.6%. The level of research and
development costs are dependent upon the Company's customers' design changes to
their automotive models and future program designs.

The Company is operating in a highly technical industry and management
anticipates research and development costs will remain a significant component
of its ongoing operating expenditures.

The Company incurred compensation costs of approximately $557,474 during 2004 as
compared to approximately $ 629,252 in 2003, an decrease of $71,778, or 11.4%.
The decrease is related to the costs of the Company compensating its owners and
key employees during 2004. As the Company continues to expand, the Company will
incur additional costs for personnel. In order for the Company to attract and
retain quality personnel, management anticipates it will continue to offer
competitive salaries, issue common stock to consultants and employees, and grant
Company stock options to current and future employees.

Financing Expenses

The Company incurred interest expense of $31,841 in 2004 as compared to $19,600
in 2003, an increase of $12,241, or 62.4%. The increase is a result of the
Company increasing its debt to meet its working capital requirements in 2004. As
a result of the Company's anticipated growth and resulting continued need for
financing.

Other Income (Expense)

Other income decreased from $61,188 in 2003 to $12,385 in 2004, a decrease of
$48,803. Other income consists primarily of gains (losses) on foreign currency
contracts and interest income. While not a recurring activity, the Company's
management from time to time assesses its foreign currency risks in connection
with its agreements to acquire inventory and materials from its vendors and may
enter into contracts to hedge such risks.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2004 TO THE THREE MONTHS ENDED
JUNE 30, 2003

Sales

Net sales decreased $15,744, or 0.9% from $1,663,137 during the three months
ended September 30, 2003 to $1,647,393 during the same period in 2004. The
decrease is a result of a delay of a new Toyota automobile model that was
planned for release by Toyota in the 3rd quarter of 2004 that has been delayed.
Accordingly, the revenue that would have been generated for MW during this
quarter by the release of these models has been postponed into a subsequent
quarter.

Gross Profit

For the three months ended September 30, 2004, the Company's gross profit margin
was 28.4% compared to 30.1% for the same period in 2003. The decrease is a
result of sales mix and higher purchasing cost of raw components during the
period.

Selling General and Administrative Expenses

The Company's selling, general and administrative expenses increased $13,066, or
4.1%, to $329,498 during the three months ended September 30, 2003 from $316,432
during the same period in 2004.

As the Company continues to expand, the Company will incur additional costs for
personnel. In order for the Company to attract and retain quality personnel,

management anticipates it will continue to offer competitive salaries, issue
common stock to consultants and employees, and grant Company stock options to
current and future employees.

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<PAGE>

Financing Expenses

The Company incurred interest expense of $12,416 during the three months ended
June 30, 2004 as compared to $5,819 during the same period in 2003, an increase
of $6,597, or 113.4%. The increase is a result of the Company increasing its
debt to meet its working capital requirements in 2004. As a result of the
Company's anticipated growth and resulting continued need for financing, it is
anticipated interest costs will continue to increase in the future.

Other Income (Expense)

Other income, net of other expenses, increased by $2,610 to $1,025 during the
three months ended June 30,2004 from other net expenses of $1,585 for the same
period in 2003. Other income consists primarily of gains (losses) on foreign
currency contracts and interest income. While not a recurring activity, the
Company's management from time to time assesses its foreign currency risks in
connection with its agreements to acquire inventory and materials from its
vendors and may enter into contracts to hedge such risks.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, we had working capital of $972,878 net of $154,271 due to
the owners of the Company. As a result of our net income of $263,343, adjusted
principally for a $275,002 increase in accounts receivable, we generated a
deficit in cash flow from operations of $368,788 during the nine months ended
June 30, 2004. We received $14,087, net of acquisitions , from the disposal of
previously owned assets during this period. We met our cash requirements during
the period by borrowing, through the issuance of debt, $ 129,280, net of
repayments and issuance of common stock for $343,121.

The Company currently has a $750,000 line of credit which is used to fund
seasonal working capital requirements and other financing needs. This facility
and the Company's other indebtedness contain certain restrictive covenants.

The Company expects capital expenditures to be $90,000 for fiscal 2004. These
anticipated expenditures are for continued investments in property and equipment
used in our business.

Management believes that available cash, the line of credit, and cash generated
from operations will be adequate to fund the Company's capital requirements for
the foreseeable future. However, management has disclosed its plans to seek
outside capital to grow the business faster than allowed by internally generated
funds. During June 2004, the Company raised $332,921 through the sale of 512,186
shares of common stock in a private placement of its securities at $.65 per
share. Management hopes to complete another round of financing between
$1,000,000 and $5,000,000 before the end of calendar 2004.

ITEM 3. CONTROLS AND PROCEDURES

(a)    Under the supervision and with the participation of our management
       including our principal executive officer and principal financial
       officer, we conducted an evaluation of our disclosure controls and
       procedures, as such term is defined under Rule 13a-14(c) promulgated
       under the Securities Exchange Act of 1934, within 90 days of the filing
       date of this report. Based on their evaluation, our principal executive
       officer and principal financial officer concluded that our disclosure
       controls and procedures are effective.

(b)    There have been no significant changes (including corrective actions with
       regard to significant deficiencies or material weaknesses) in our
       internal controls or in other factors that could significantly affect
       these controls subsequent to the date of the evaluation referenced in
       paragraph (a) above.

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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None

ITEM 2.  CHANGES IN SECURITIES

In April 2004, MWW entered a written agreement to issue 200,000 shares of its
common stock to one person as payment for services rendered and to be rendered
related to investor relations, public relations, and media relations on behalf
of MWW. There was no general solicitation, no advertisement and resale
restrictions were imposed by placing a Rule 144 legend on the certificates. This
transaction was exempt from registration under the Securities Act of 1933, based
upon Section 4(2) for transactions by the issuer not involving any public
offering.

During May and June 2004, MWW offered and sold 512,186 shares of its common
stock to 26 persons, all of who had a pre-existing relationship with the current
officers and directors of MWW, at a price of $.65 per share. The gross offering
proceeds of $ $336,921. There was no general solicitation; no advertisement and
resale restrictions were imposed by placing a Rule 144 legend on the
certificates. The investors reside in Germany, Michigan, Florida and
Massachusetts.

In June 2004, MWW issued 535,809 shares of its common stock and agreed to issue
an option to purchase 200,000 shares of its common stock, subject to certain
terms and conditions, to one person in exchange for services rendered. There was
no general solicitation, no advertisement and resale restrictions were imposed
by placing a Rule 144 legend on the certificates. This transaction was exempt
from registration under the Securities Act of 1933, based upon Section 4(2) for
transactions by the issuer not involving any public offering.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBIT(S) DESCRIPTION

         31.1     Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

         31.2     Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

         32.1     Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002, furnished under Exhibit
                  32 of Item 601 of Regulation S-K.

         32.2     Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002, furnished under Exhibit
                  32 of Item 601 of Regulation S-K

         (b) Reports on Form 8-K.

         None.

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<PAGE>

                                    SIGNATURE

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, thereunto duly authorized.

                                      Marketing WorldWide, Corporation.
                                      (Registrant)

         (Date): November 8, 2004         /S/ James Marvin
                                      -----------------------------------
                                      Vice President Finance,
                                      Chief Financial Officer
                                      (Principal Financial and Accounting
                                       Officer)

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