<PAGE>

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

                           FORM 10-QSB/A (RESTATEMENT)

                                 Amendment No. 2


                                   (Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934 FOR THE TRANSITION PERIOD FROM January 1, 2005 TO March 31, 2005.

                        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)


                 2212 Grand Commerce Dr., Howell, Michigan 48855
                 -----------------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's telephone number: (517) 540-0045

        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 [ ].

As of May 14, 2005, the Registrant had 11,051,995 shares of common stock issued
and outstanding.

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



<PAGE>

                         MARKETING WORLDWIDE CORPORATION


                     Quarterly Report on Form 10-QSB/A for the
                     Quarterly Period Ending March 31, 2005


                                Table of Contents

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet: March 31, 2005 (unaudited)

         Condensed Consolidated Statements of Income (unaudited): Three and Six
         Months Ended March 31, 2005 and 2004

         Condensed Consolidated Statement of Stockholder Equity (unaudited): Six
         Months Ended March 31, 2005

         Condensed Consolidated Statements of Cash Flows (unaudited): Six Months
         Ended March 31, 2005 and 2004

         Notes to Condensed Consolidated Financial Statements (unaudited): March
         31, 2005

         Item 2.  Management Discussion and Analysis

         Item 3. Controls and Procedures


PART II. OTHER INFORMATION

         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

                                        2


<PAGE>

ITEM 1.  FINANCIAL STATEMENTS


This Form 10-QSB/A Amendment No. 2 (the "Amendment") is being filed for the
purpose of amending Form 10-QSB/A for the quarterly period ended March 31, 2005,
that was originally filed with the Securities and Exchange Commission on May 5,
2006 This Amendment is being filed to modify the disclosures (Part I, Note A and
E) relating to the Company's adoption of FIN 46-R effective January 1, 2005.
While we are amending only a certain portion of our Form 10-QSB, for convenience
and ease of reference, we are filing the entire Form 10-QSB.


All information in this amendment is as of the date of the Original Filing and
does not reflect any subsequent information or events occurring after the date
of the Original Filing, except to reflect the changes discussed in the
restatement note. Accordingly, this amendment should be read in conjunction with
the Original Filing.

                                        3



<PAGE>


                         MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                   (Unaudited)
                                 March 31, 2005

                                     ASSETS
Current assets:
Cash and cash equivalents                                            $  129,919
Accounts receivable, net                                              1,004,730
Inventories                                                             708,945
Other current assets                                                    438,803
                                                                     ----------

TOTAL CURRENT ASSETS                                                  2,282,397

Property, plant and equipment, net                                    1,741,138
Other assets, net                                                           613
                                                                     ----------
Total Assets                                                         $4,024,148
                                                                     ==========

LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                        $  593,225
Current portion of capital lease obligations                             14,409
Accounts payable                                                        637,156
Notes payable - related parties                                           7,031
Other current liabilities                                               133,183
                                                                     ----------

TOTAL CURRENT LIABILITIES                                             1,385,004

Notes Payable - long term portion                                     1,517,374
Capital leases - long term portion                                       34,569
Deferred tax liability - long term portion                               30,361
                                                                     ----------

TOTAL LIABILITIES                                                     2,967,308
                                                                     ----------

Minority Interest (VIE)                                                 165,619
                                                                     ----------

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:
11,051,995 shares issued and outstanding at March 31, 2005               11,052
Additional paid-in capital                                              777,248
Retained earnings                                                       102,921
                                                                     ----------

TOTAL STOCKHOLDERS EQUITY                                               891,221
                                                                     ----------

Total Liability and Equity                                           $4,024,148
                                                                     ==========


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                        4




<PAGE>
<TABLE>


                                             MARKETING WORLDWIDE CORPORATION
                                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                       (UNAUDITED)

                                                      Six Months Ended                    Three Months Ended
                                                          March 31,                            March 31,
                                                   2005              2004               2005              2004
                                               ------------      ------------       ------------      ------------
<S>                                            <C>               <C>                <C>               <C>
Sales                                          $  3,497,095      $  3,740,122       $  1,872,445      $  1,663,848

Cost of sales                                     2,631,026         2,630,048          1,399,347         1,197,213
                                               ------------      ------------       ------------      ------------

Gross profit                                        866,069         1,110,074            473,098           466,635

Operating Expenses
Selling, general
 & administrative expenses                          750,336           831,034            391,361           404,966
                                               ------------      ------------       ------------      ------------
Total Operating Expenses                            750,336           831,034            391,361           404,966

Income from operations                              115,733           279,040             81,737            61,669

Interest expense (income)                            36,417            19,425             36,417            10,277
Other expense (income)                                5,663           (10,800)             2,220           (10,145)
                                               ------------      ------------       ------------      ------------

Income before income taxes                           73,653           270,415             43,100            61,537

Provision for income taxes                           24,147            97,300             11,829            20,900
                                               ------------      ------------       ------------      ------------

Income before minority interest                      49,506           173,115             31,271            40,637

Minority interest                                    11,945                --             11,945                --
                                               ------------      ------------       ------------      ------------

Net Income                                     $     37,561      $    173,115       $     19,326      $     40,637
                                               ============      ============       ============      ============
Earnings per share
          Basic                                $         --      $       0.02       $         --      $         --
                                               ============      ============       ============      ============

          Diluted                              $         --      $       0.02       $         --      $         --
                                               ============      ============       ============      ============

Weighted average common stock outstanding
          Basic                                  11,218,662        10,004,000         11,185,328        10,004,000
                                               ============      ============       ============      ============

          Diluted                                11,449,431        10,004,000         11,416,097        10,004,000
                                               ============      ============       ============      ============


                                  See accompanying footnotes to the unaudited condensed
                                            consolidated financial statements

                                                            5


<PAGE>

                                                 MARKETING WORLDWIDE CORPORATION
                                    CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                            For the Six Months Ended March 31, 2005
                                                           (UNAUDITED)

                                Preferred                          Common       Additional                         Total
                   Preferred      Stock           Common           Stock         Paid-in         Retained      Stockholders'
                    Shares        Amount          Stock            Amount        Capital         Earnings         Equity
                    ------        ------          -----            ------        -------         --------         ------
Balance at
October 1, 2004       --      $         --      11,251,955    $     11,252    $    907,048     $     65,360        983,660

Shares surrendered    --                --        (200,000)           (200)       (129,800)              --       (130,000)

Net income            --                --              --              --              --           37,561         37,561
                  ---------   ------------    ------------    ------------    ------------     ------------   ------------
Balance at
March 31, 2005        --                --    $ 11,051,995    $     11,052    $    777,248     $    102,921   $    891,221
                  =========   ============    ============    ============    ============     ============   ============


                                   See accompanying footnotes to the unaudited condensed
                                                consolidated financial statements

                                                                6



<PAGE>

                                   MARKETING WORLDWIDE CORPORATION
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

                                                                  Six Months Ended
                                                                       March 31,
                                                              2005               2004
                                                           -----------       -----------
Cash flows from operating activities:

Net cash used in operating activities                         (240,601)          (59,890)
                                                           -----------       -----------
Net cash (used in) provided by investing activities            (65,318)           17,809
                                                           -----------       -----------
Net cash used in financing activities                          (96,272)          (20,248)
                                                           -----------       -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                     (402,191)          (62,329)

Cash and cash equivalents at the beginning of period           532,110           224,817

Cash and cash equivalents at the end of period             $   129,919       $   162,488
                                                           ===========       ===========

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Fixed assets purchased against notes payable               $    99,147       $        --
                                                           ===========       ===========

Fixed assets purchased against capital leases              $    45,829       $        --
                                                           ===========       ===========

Membership interest converted to notes payable
To related parties                                         $        --       $   100,000
                                                           ===========       ===========

Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                      $    36,417       $    19,848
                                                           ===========       ===========

Taxes paid in cash                                         $     4,000       $        --
                                                           ===========       ===========
Net assets assumed upon adoption of variable interest
entity (VIE) consolidation (Note C)                        $   156,621
                                                           ===========

Mortgage obligations incurred in connection
with variable interest entity acquisition of building      $ 1,370,356
                                                           ===========

Common Stock returned previously issued for services       $ (130,000)
                                                           ===========
</TABLE>


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                        7


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (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 three months and six-month
period ended March 31, 2005, are not necessarily indicative of the results that
may be expected for the year ended September 30, 2005. The unaudited condensed
consolidated financial statements should be read in conjunction with the
September 30, 2004 financial statements and footnotes thereto included in the
Company's SEC Form 10KSB.


Restatement
-----------
The accompanying financial statements as of March 31, 2005 and for the three and
six month periods ended March 31, 2005 have been restated to reflect the
adoption of FIN 46-R as of January 1, 2005.

The result of the restatement is to increase the assets by $1,438,735 increase
liabilities by $1,273,116, and establish a minority interest of $165,619 as of
March 31, 2005 and to increase the income for the three and six months periods
ended March 31, 2005 by $11,945 as a result of the adoption of FIN No. 46 as of
January 1, 2005. The changes in reported amounts are summarized as in Note E.


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. Effective January 1, 2005,
the consolidated financial Statements also include a variable interest entity
(VIE) of which the LLC is the primary beneficiary as further described in Note
D. All significant inter-company transactions and balances, including those
involving the VIE, have been eliminated in consolidation.

ACCOUNTING FOR VARIABLE INTEREST ENTITIES
----------------------------------------

In December 2003, the FASB issued a revision to FASB Interpretation ("FIN") No.
46, "Consolidation of Variable Interest Entities" (FIN No. 46R). FIN No. 46R
clarifies the application of ARB No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity risk for the
entity to finance its activities without additional subordinated financial
support. FIN No. 46R requires the consolidation of these entities, known as
variable interest entities, by the primary beneficiary of the entity. The
primary beneficiary is the entity, if any, that will absorb a majority of the
entities expected losses, receive a majority of the entity's expected residual
returns, or both.

Based on the application of FIN 46-R the Company is consolidating its financials
with those of JCMD Properties LLC. JCMD Properties LLC is an entity controlled
by the Company's Chief Executive and Chief Operating officers, respectively
("JCMD") in connection with the financing of real property and improvements
("property").Pursuant to the effective date of a related party lease obligation,
the Company adopted FIN 46R on January 1, 2005, this resulted in the
consolidation of a variable interest entity (VIE) of which the Company is
considered the primary beneficiary. The Company's variable interest in this VIE
is the result of providing certain secured debt mortgage guarantees on behalf of
a limited liability company (JCMD LLC) that leases warehouse and general offices
located in the city of Howell, Michigan. Effective January 1, 2005, the Company
took possession and leased its new warehouse and general offices from JCMD. As
of January 1, 2005, the Company was also a guarantor of JCMD construction loans.

On March 31, 2005, the balance of the JCMD Properties LLC construction loan with
KeyBank National Association was $758,756. This loan will be converted into a
mortgage loan with Keybank and the mortgage note payable will be collateralized
by the substantially all of the Company's assets. The balance of the 2nd
construction loan on March 31, 2005 was $611,600 and will also be converted into
a mortgage loan with KeyBank and subsequently converted again into a SBA loan.

                                        8


<PAGE>

The assets, liabilities, revenues and costs and expenses of JCMD Properties LLC
that are included in the combined financial statements are not the Company's.
The liabilities of the VIE's will be satisfied from the cash flows of the VIE's
assets and revenues belong to the VIE.


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 March 31, 2005 and 2004.


Income Taxes
------------
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.


New Accounting Pronouncements
-----------------------------
In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, Accounting for
Conditional Asset Retirement Obligations, an interpretation of FASB Statement
No. 143, which requires an entity to recognize a liability for the fair value of
a conditional asset retirement obligation when incurred if the liabilities fair
value can be reasonably estimated. The Company is required to adopt the
provisions of FIN 47 no later than the first quarter of fiscal 2006. The Company
does not expect the adoption of this Interpretation to have a material impact
onits consolidated financial position, results of operations or cash flows.

On December 16, 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,
Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative. The Company will adopt
Statement 123(R) on January 1, 2006. Statement 123(R) permits public companies
to adopt its requirements using one of two methods:

1) A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of Statement
123(R) for all share-based payments granted after the effective date and (b)
based on the requirements of Statement 123 for all awards granted to employees
prior to the effective date of Statement 123(R) that remain unvested on the
effective date.

2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under Statement 123 for
purposes of pro forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.

                                        9


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


New Accounting Pronouncements (continued)
-----------------------------------------
The Company will adopt Statement 123(R) on January 1, 2006; however, management
is still evaluating which method to adopt.

As permitted by Statement 123, the company currently accounts for share-based
payments to employees using Opinion 25's intrinsic value method and, as such,
generally recognizes no compensation cost for employee stock options.
Accordingly, the adoption of Statement 123(R)'s fair value method will have a
significant impact on our result of operations, although it will have no impact
on overall financial position. The impact of adoption of Statement 123(R) cannot
be predicted at this time because it will depend on levels of share-based
payments granted in the future. However, had the Company adopted Statement
123(R) in prior periods, the impact of that standard would have approximated the
impact of Statement 123 as described in the disclosure of pro forma net income
and earnings per share in Note 1 to our consolidated financial statements.
Statement 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than as an operating cash flow as required under current literature. This
requirement will reduce net operating cash flows and increase net financing cash
flows in periods after adoption. The Company cannot estimate what those amounts
will be in the future because they depend on, among other things, when employees
exercise stock options.

In November 2004, the FASB issued FAS 151, "Inventory Costs * an amendment of
ARB No. 43, Chapter 4" ("FAS 151"). FAS 151 amend the guidance in Accounting
Research Bulletin (ARB) No. 43, Chapter 4, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). FAS 151 requires that these costs be recognized as current
period charges regardless of whether they are abnormal. In addition, FAS 151
requires that allocation of fixed production overheads to the costs of
manufacturing be based on the normal capacity of the production facilities. The
provisions of FAS 151 are effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. The Company does not expect this new
standard to have a material effect on its consolidated financial position or
results of operations.

                                       10


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE B - 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 march 31,
2005, the Company has issued and outstanding 11,051,955 shares of common stock.
As of March 31, 2005, the Company has no issued and outstanding shares of
preferred stock.

The Company has cancelled 200,000 shares of common stock, which were issued to a
consultant in June, 2004 have been surrendered back to the company. The shares
were issued subject to the delivery of certain investor relations services to
the company. The services have not been delivered and accordingly consultant has
agreed to surrender the shares to the company.

NOTE C - STOCK OPTIONS AND WARRANTS

During the six months ended March 31, 2005 the Company did not grant any
compensatory stock options and warrants to non-employees. Accordingly no
compensation costs were charged to operations during the six months ended March
31, 2005.


Stock Options
-------------
The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of March 31, 2005:

<TABLE>
                                   Options Outstanding                                   Options 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>
         $1.00             250,000                  3.75                  $1.00         250,000          $1.00
         -----             -------                  ----                  -----         -------          -----
                           250,000                  3.75                  $1.00         250,000          $1.00
                           =======                  ====                  =====         =======          =====

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

                                                                             Weighted Average
                                                     Number of Shares        Price Per Share
                                                     ----------------        ---------------

Outstanding at October 1, 2004                               250,000               $1.00
             Granted                                              -                    -
             Exercised                                            -                    -
             Canceled or expired                                  -                    -
                                                            --------               -----
Outstanding at March 31, 2005                                250,000               $1.00
                                                            ========               =====

                                       11


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE C - STOCK OPTIONS AND WARRANTS (CONTINUED)


Warrants
--------
The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of March 31, 2005:

                                 Warrants Outstanding                                      Warrants Exercisable
                                 --------------------                                      --------------------

                                              Weighted Average          Weighed                          Weighted
                             Number        Remaining Contractual        Average          Number          Average
Exercise Prices          Outstanding            Life (Years)         Exercise Price   Exercisable    Exercise Price
---------------          -----------            ------------         --------------   -----------    --------------

$0.50                     1,000,000                 3.75                  $0.50       1,000,000            $0.50
                          ---------                 ----                  -----       ---------            -----
                          1,000,000                 3.75                  $0.50       1,000,000            $0.50
                          =========                 ====                  =====       =========            =====

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

                                                                             Weighted Average
                                                     Number of Shares        Price Per Share
                                                     ----------------        ---------------

Outstanding at October 1, 2004                             1,000,000                 $0.50
             Granted                                              -                     -
             Exercised                                            -                     -
             Canceled or expired                                  -                     -
                                                           ---------                 -----
Outstanding at March 31, 2005                              1,000,000                 $0.50
                                                           =========                 =====
</TABLE>

                                       12


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)


NOTE D - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

The Company's variable interest in this VIE is the result of providing certain
secured debt mortgage guarantees on behalf of a limited liability company that
leases warehouse and general offices located in the city of Howell, Michigan.
Effective January 1, 2005, the Company took possession and leased its new
warehouse and general offices from JCMD. As of January 1, 2005, the Company was
also a guarantor of JCMD construction loans. Pursuant to the effective date of a
related party lease obligation, the Company adopted FIN 46R on January 1, 2005.
The property is leased to the Company under a long term operating lease
beginning on January 1, 2005. Under the loan agreements, JCMD is obligated to
make periodic payments of principal repayments and interest. The Company has no
equity interest in JCMD or the property.

Based on the terms of the lending agreement with the above entities, the Company
determined that JCMD was a variable interest entity ("VIE") and the Company was
the primary beneficiary under FIN No. 46 since JCMD does not have sufficient
equity at risk for the entity to finance its activities.

FIN No. 46 requires that an enterprise consolidate a VIE if that enterprise has
a variable interest that will absorb a majority of the entity's expected losses
if they occur. Accordingly, the Company adopted FIN No. 46 and consolidated JCMD
as a VIE, regardless of the Company not having an equity interest in JCMD. The
Company consolidated JCMD in the three months ended March 31, 2005. JCMD's
liabilities will be satisfied from the cash flows of the JCMD's assets and
revenues belonging to JCMD.

Included in the Company's consolidated balance sheet at March 31, 2005 are the
following net assets of JCMD:


                                       13


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)


ASSETS (JCMD)
   Cash and cash equivalents                                         $   57,561
   Accounts Receivable, prepaid expenses and other current assets       109,690
                                                                     ----------

   Total current assets                                                 167,251

   Property and equipment, net of accumulated depreciation           $1,368,724
   of $8,621.00

   Other assets
                                                                     ----------
 Total Assets                                                        $1,535,975
                                                                     ----------
LIABILITIES
   Current portion of long-term debt                                 $   35,573
                                                                     ----------
         Total current liabilities                                       35,573

   Long-term debt                                                     1,334,783
                                                                     ----------
Total liabilities                                                    $1,370,356
                                                                     ----------

Net assets                                                           $  165,619


Consolidated results of operations include the following:
   Revenues - Real Estate                                            $   37,350

   Costs and expenses - Real Estate
         Operating Expenses                                                 275
         Depreciation and amortization                                    7,500
         Interest                                                        17,631
                                                                     ----------
         Total costs and expenses - Real Estate (FIN 46)                 25,406
                                                                     ----------

         Operating Income Real Estate                                $   11,945
                                                                     ==========



NOTE E - RESTATEMENT OF FINANCIALS

The Company has restated its condensed consolidated balance sheet and statement
of operations for the period ended March 31, 2005 to reflect the adoption of FIN
46-R as of January 1, 2005.


The net effect of the correction of this error was to:

         o        Increase the Company's reported assets as of March 31, 2005 by
                  $1,438,735 from $2,585,413 to $4,024,148.

         o        Increase the Company's reported liabilities as March 31, 2005
                  by $1,273,116 from $1,694,192 to $2,967,308.

         o        Increase the Company's reported net income for the period
                  ended March 31, 2005 by $11,945 from $37,561 to $49,506.


                                       14



<PAGE>
<TABLE>

                                   MARKETING WORLDWIDE CORPORATION
                           Notes to the Consolidated Financial Statements
                                           March 31, 2005
                                            (Unaudited)


Following are reconciliations of the Company's restatement of the Condensed
Consolidated Balance Sheet as of March 31, 2005.

                                                                             March 31, 2005
                                                                             --------------
                                                                      (As Restated)   (As Reported)
                                                                      -------------   -------------
<S>                                                                    <C>             <C>
Current assets:
Cash and cash equivalents                                              $  129,919      $   72,358
Accounts receivable, net                                                1,004,730         992,280
Inventories                                                               708,945         708,945
Other current assets                                                      438,803         438,803
                                                                       ----------      ----------
TOTAL CURRENT ASSETS                                                    2,282,397       2,212,386

Property, plant and equipment, net                                      1,741,138         372,414
Other assets, net                                                             613             613
                                                                       ----------      ----------
Total Assets                                                           $4,024,148       2,585,413
                                                                       ==========      ==========

LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                          $  593,225      $  557,652
Current portion of capital lease                                           14,409          14,409
obligations                                                               637,156         637,156
Accounts payable                                                            7,031         104,271
Notes payable - related parties                                           133,183         133,183
Other current liabilities                                                      --              --
                                                                       ----------      ----------
TOTAL CURRENT LIABILITIES                                               1,385,004       1,446,671

Notes Payable - long term portion                                       1,517,374         182,591
Capital leases - long term portion                                         34,569          34,569
Deferred tax liability - long term portion                                 30,361          30,361
                                                                       ----------      ----------
TOTAL LIABILITIES                                                       2,967,308       1,694,192
                                                                       ----------      ----------
Minority Interest (VIE)                                                   165,619              --
                                                                       ----------      ----------

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:
11,051,995 shares issued and outstanding at March 31, 2005                 11,052          11,052
Additional paid-in capital                                                777,248         777,248
Retained earnings                                                         102,921         102,921
                                                                       ----------      ----------
TOTAL STOCKHOLDERS EQUITY                                                 891,221         891,221
                                                                       ----------      ----------

Total Liability and Equity                                             $4,024,148      $2,585,413
                                                                       ==========      ==========


                                           15




<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)


Following are reconciliations of the Company's restatement of the Condensed
Consolidated Statement of Operations for the periods ended March 31, 2005.

                                         Three Months Ended March 31, 2005       Six Months Ended March 31, 2005
                                         ---------------------------------       -------------------------------
                                        (As Restated)        (As Reported)       (As Restated)       (As Reported)
                                        -------------        -------------       -------------       -------------

Revenues                                  1,872,445            1,872,445           3,497,095          3,497,095
Cost of sales                             1,399,347            1,399,347           2,631,026          2,631,026
Gross Profit                                473,098              473,098             866,069            866,069

Operating Expenses:
Selling, General & Administrative           391,361              420,936             750,336            779,911
Total Operating expenses                    391,361              420,936             750,336            779,911
Income from Operations                       81,737               52,162             115,733             86,158
Interest Expense                             36,417               18,787              36,417             18,787
Other Expense(Income)                         2,220                2,220               5,663              5,663
Income before Taxes                          43,100               31,155              73,653             61,708
Income Taxes Provision                       11,829               11,829              24,147             24,147
Income Before Minority Interest              31,271               19,326              49,506             37,561
Minority Interest                            11,945                  ---              11,945                ---
Net Income                                   19,326               19,326              37,561             37,561
Earnings per common share (basic and
diluted)                                         --                   --                  --                 --
Weighted Average Common Shares
Outstanding                              11,185,328           11,185,328          11,218,662         11,218,662

</TABLE>


NOTE F - SUBSEQUENT EVENT

The Company has a renewed its credit facility with a bank with a maximum
borrowing limit of $750,000 to expire on February 30, 2007. Interest on advances
is charged at a rate of .25 percentage points under the Key Bank's announced
Prime Rate. Borrowings under the agreement are collateralized by substantially
all the Company's assets.

                                       16


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)


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

THIS REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS IN THIS REPORT ARE INDICATED BY WORDS SUCH AS "ANTICIPATES,"
"EXPECTS," "BELIEVES," "INTENDS," "PLANS," "ESTIMATES," "PROJECTS" AND SIMILAR
EXPRESSIONS. THESE STATEMENTS REPRESENT OUR EXPECTATIONS BASED ON
CURRENTINFORMATION AND ASSUMPTIONS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY
SUBJECT TO RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE WHICH ARE ANTICIPATED OR PROJECTED AS A RESULT OF CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO A NUMBER OF FACTORS, SUCH AS
ECONOMIC AND MARKET CONDITIONS; THE PERFORMANCE OF THE AUTOMOTIVE AFTERMARKET
SECTOR;CHANGES IN BUSINESS RELATIONSHIPS WITH OUR MAJOR CUSTOMERS AND IN THE
TIMING,SIZE AND CONTINUATION OF OUR CUSTOMERS' PROGRAMS; THE ABILITY OF OUR
CUSTOMERS TO ACHIEVE THEIR PROJECTED SALES; COMPETITIVE PRODUCT AND PRICING
PRESSURES;INCREASES IN PRODUCTION OR MATERIAL COSTS THAT CANNOT BE RECOUPED IN
PRODUCT PRICING; SUCCESSFUL INTEGRATION OF ACQUIRED BUSINESSES; PRODUCT
LIABILITY, AS WELL AS OTHER RISKS AND UNCERTAINTIES, SUCH AS THOSE DESCRIBED
UNDER QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND THOSE
DETAILED HEREIN AND FROM TIME TO TIME IN OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. THOSE FORWARD-LOOKING STATEMENTS ARE MADE ONLY AS OF THE
DATE HEREOF, AND WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE THE
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES
THERETO, INCLUDED ELSEWHERE IN THIS FORM 10-QSB.

BUSINESS OVERVIEW

MWWLLC, a Michigan limited liability company ("MWWLLC"), was formed in 1998 as a
marketing and sales platform for the automotive accessories market. Marketing
Worldwide Corporation ("MWW") was formed by filing its certificate of
incorporation in Delaware on July 23, 2003. On October 1, 2003, MWW acquired
100% of the membership interests in Marketing Worldwide LLC; in a tax-free
exchange whereby MWWLLC became a wholly owned subsidiary of MWW.

MWW is a so called "Direct-To-Port Provider", a full service, designer,
manufacturer and wholesale supplier of original equipment manufacturer ("OEM")
components in the automotive accessory market. MWW provides a number of large
foreign and domestic automobile manufacturers' and independently owned port and
vehicle processing centers in the US with MWW's components directly at their
domestic port locations, without the use of a whole seller. At the instruction
of MWW, the processing centers' technical teams install MWW's accessory products
on new automobiles at these port or vehicle processing centers, as soon as these
new vehicles arrive at the port from foreign or domestic automobile
manufacturers. From the vehicle processing centers the accessorized automobiles
are then delivered into the domestic car dealer distribution system throughout
the Continental US.

MWW's marketing/sales/service organization initially commenced business (as
MWWLLC) with limited staff, buying and selling finished goods in bulk to
suitable clients. Increasing demand for the company's products and services
prompted an expansion of MWW's infrastructure and staff and warranted the
diversification of its activities into the design and manufacturing of its
products in order to support newly arising market opportunities. Drawing from
the experience of its principals and strategically utilizing longstanding
relationships in the industry, the company has steadily expanded its product
range, client and employees/contractor base and is planning to aggressively
pursue the expansion of its client roster, in addition to its currently existing
clients such as South East Toyota or Gulf States Toyota.

                                       17


<PAGE>

SEASONALITY. Historically, our operating results have fluctuated by quarter to
quarter, with the greatest sales occurring in the quarters of the fiscal year
with the largest number of automobile manufacturers new model releases. Revenues
generally being recognized at the time of shipment. It is in these quarters of
new model releases that demand for our products is typically the highest.

The limited seasonality of our business offers significant operational
challenges in our manufacturing and distribution functions, based on a partial
dependency on manufacturing abroad. To limit these challenges and to provide a
rapid turnaround time of customer orders, we traditionally keep somewhat higher
inventory levels. New strategies to decrease inventory and improve inventory
turn over rates are currently being implemented.

INVENTORY MANAGEMENT

In addition to the implantation of "Just-In-Time" inventory management, we also
face limited potential inventory management issues as a result of warranty and
overstock. Many of our products carry a warranty ranging from a 90-day limited
warranty to a lifetime limited warranty, which generally covers defects in
materials or workmanship and failure to meet industry published specifications.
In addition to warranty returns, while warranty claims are handled by MWW, the
cost for replacement is typically passed on to the members of our manufacturing
alliance.

In order to better control warranty return levels, beginning in 2004, we
tightened the rules for authorized warranty returns, placed further restrictions
on the amounts customers can return and instituted a program so that our
management can better estimate potential future product returns.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the first six months of fiscal year 2005, cash used
in operations amounted to $240,601.

On March 1, 2004 the company entered into a credit facility with Key Bank, as
lender for a secured revolving credit facility. The term of the credit agreement
is for a period of one year and provided for a line of credit up to $750,000.
This credit line was renewed on March 1, 2005.

Direct borrowings under our revolving credit facility bear interest at a rate of
prime less 1/4%. Borrowings are collateralized by substantially all of our
assets, including accounts receivable, inventory and fixed assets.

Our profitability and working capital requirements have become larger with newly
awarded programs and program development opportunities to secure additional
large customers. These increased working capital requirements are funded by
borrowings from our line of credit. We are also planning to utilize funds from
the execution of a planned Private Placement, or other sources of outside
funding. We anticipate that these sources of funds will continue to be adequate
to meet our near term needs.

Under generally accepted accounting principles, specifically FASB FIN 46-R, MWW
consolidates the assets, liabilities and non-controlling interest of JCMD
Properties LLC, a "Variable Interest Entity" at fair value. The following
mortgage obligations of JCMD Properties LLC pertain to the real property
occupied by MWW. As of March 31, 2005, JCMD Properties had notes payable
obligations totaling $1,370,356.

The assets, liabilities, revenues and costs and expenses of JCMD Properties LLC
that is now included in the combined financial statements are not the Company's.
The liabilities of the VIE's will be satisfied from the cash flows of the VIE's
assets and revenues belong to the VIE.

INTERIM RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2005 TO THE THREE MONTHS ENDED MARCH
31, 2004.

SALES. Net sales in the second quarter of 2005 were $1,872,445, an increase of
$208,597, or 12.5%, compared to $1,663,848 in the second quarter of 2004.
Contributing to the sales increase was higher volume associated with the
expansion of the Seat Heater product line and our recently launched TMMC Matrix
component supply program for Toyota Canada.

                                       18


<PAGE>

GROSS MARGINS. Gross margins for the second quarter reflected a slight decrease
to 25% from 28%, due to product sales mix and higher purchasing cost of raw
components abroad and in the US.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased by $13,605 to $ 391,361 in the second quarter
of 2005, compared to $404,966 in the second quarter of 2004. This decrease was
primarily due a reclassification of lease expense to interest expense based on
the application of FIN 46, offset by an increase in administrative and sales
expenses, caused by new hiring, costs associated with facility relocation and
the addition of new programs.

OPERATING INCOME. Operating income increased by $20,068 to $81,737 in the second
quarter of 2005, compared to $61,669 in the second quarter of 2004. This
increase was also due to a reclassification of lease expense to interest expense
based on the application of FIN 46, offset by the overall increase in material
and administrative costs as discussed above.


INTEREST EXPENSE. Interest expense increased by $26,140 to $36,417 in the second
quarter of 2005 compared to $10,277 in the same period in 2004, due to the
higher average borrowings. The increased interest amount was caused by an
increase in the prime rate for MWW's credit line and the additional interest
expense arising out of the consolidation of the JCMD property for purposes of
this financial statement. MWW's portion of the total interest amount was $18,787
and JCMD was $17,630 for the three months ended March 31, 2005.


COMPARISON OF SIX MONTHS ENDED MARCH 31, 2005 TO THE SIX MONTHS ENDED MARCH
31,2004

SALES. Net sales for the six months ended March 31, 2005 were $3,497,095, a
decrease of $243,027, or 6.5%, compared to $3,740,122 in the same period of
2004. The change was due to lower sales in the current Camry and Corolla model
product lines.

GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
decreased by 4.9% percentage points to 24.8% for the six months ended March 31,
2005 from 29.7% in the same period of 2004. The decrease was mainly reflective
of the increases in raw materials costs and product mix.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $750,336 for the six months ended March 31,
2005, compared to $831,034 in the same period of 2004. The decrease is due to
several cost saving measures the company has implemented in different areas and
a reclassification of lease expense to interest expense based on the application
of FIN 46 in the 2nd quarter of 2005.

OPERATING INCOME. Operating income decreased to $115,733 for the six months
ended March 31, 2005, compared to $279,040 in the same period in 2004, primarily
due to lower margins based on product mix and reduced overall sales revenue
offset by a reclassification of lease expense to interest expense based on the
application of FIN 46 in the 2nd quarter of 2005.

INTEREST EXPENSE. Interest expense increased by $16,992 for the six months ended
March 31, 2005 compared to the same period in 2004, The increased interest
amount was caused by an increase in the prime rate for MWW's credit line and the
additional interest expense arising out of the consolidation of the JCMD
property for purposes of this financial statement, offset by lower average
borrowings against the company's credit line.

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout "Management's Discussion and Analysis of Financial Condition and
Results of Operations," where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see the Notes to the Financial Statements of our

                                       19


<PAGE>

Report on Form 10KSB. Note that our preparation of this Quarterly Report on Form
10-QSB requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reporting period. There can be no assurance that
actual results will not differ from those estimates.

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.

ACCOUNTING FOR VARIABLE INTEREST ENTIES. In December 2003, the FASB issued a
revision to FASB Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entities" (FIN No. 46R). FIN No. 46R clarifies the application of ARB
No. 51, "Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity risk for the entity to finance its activities
without additional subordinated financial support. FIN No. 46R requires the
consolidation of these entities, known as variable interest entities, by the
primary beneficiary of the entity. The primary beneficiary is the entity, if
any, that will absorb a majority of the entities expected losses, receive a
majority of the entity's expected residual returns, or both.

Pursuant to the effective date of a related party lease obligation, the Company
adopted FIN 46R on January 1, 2005. This resulted in the consolidation of one
variable interest entity (VIE) of which the Company is considered the primary
beneficiary. The Company's variable interest in this VIE is the result of
providing certain secured debt mortgage guarantees on behalf of a limited
liability company that leases warehouse and general offices located in the city
of Howell, Michigan.


INVENTORY VALUATION. Inventories are valued at the lower of cost or market. Cost
is generally determined on the average cost method basis. Where appropriate,
standard cost systems are utilized for purposes of determining cost; the
standards are adjusted as necessary to ensure they approximate actual costs.
Estimates of lower of cost or market value of inventory are determined at the
reporting unit level and are based upon the inventory at that location taken as
a whole. These estimates are based upon current economic conditions, historical
sales quantities and patterns and, in some cases, the specific risk of loss on
specifically identified inventories.

We also evaluate inventories on a regular basis to identify inventory on hand
that may be obsolete or in excess of current and future projected market demand.
For inventory deemed to be obsolete, we provide a reserve on the full value of
the inventory. Inventory that is in excess of current and projected use is
reduced by an allowance to a level that approximates our estimate of future
demand.

SALES RETURNS AND OTHER ALLOWANCES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS. The
preparation of financial statements requires our management to make estimates
and assumptions that affect the reported amount of assets and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Specifically, our management must make estimates of potential future product
returns related to current period product revenue. Management analyzes
historical returns, current economic trends, and changes in customer demand when
evaluating the adequacy of the sales returns and other allowances. Significant
management judgments and estimates must be made and used in connection with
establishing the sales returns and other allowances in any accounting period. At
March 31, 2005, the allowance for sales returns totaled $0.

Similarly, our management must make estimates of the uncollectability of our
accounts receivables. Management specifically analyzes accounts receivable and
analyzes historical bad debts, customer concentrations, customer
credit-worthiness, current economic trends and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. At
March 31, 2005, there were no determined requirements for the allowance for
doubtful accounts. This is based on the fact that the company has never had to
account for a bad debt.

ACCOUNTING FOR INCOME TAXES. As part of the process of preparing our financial
statements, we are required to estimate our income taxes in each of the
jurisdictions in which we operate. This process involves estimating our actual
current tax exposure together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These
differences may result in deferred tax assets and liabilities, which are
included within our consolidated balance sheet. We must then assess the
likelihood that our potential deferred tax assets will be recovered from future
taxable income, and to the extent we believe that recovery is not likely, we
must establish a valuation allowance. To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense
within the tax provision in the statement of operations.

                             20


<PAGE>

Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets. At March 31, 2005, we
had an income tax expense provision of approximately $24,147. The valuation is
based on our estimates of taxable income by jurisdiction in which we operate.

In the event that actual results differ from these estimates, or we adjust these
estimates in future periods, we may need to establish an additional provision
for income taxes which could materially impact our business, financial condition
and results of operations.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL. We assess the
impairment of identifiable intangibles and long-lived assets whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important, which could trigger impairment
review, include the following: significant underperformance relative to expected
historical or projected future operating results; significant changes in the
manner of our use of the acquired assets or the strategy for our overall
business; and significant negative industry or economic trends. With respect to
goodwill, if necessary, we will test for potential impairment in the fourth
quarter of each year as part of our annual budgeting process. We review the fair
values of each of our reporting units using the discounted cash flows method and
market multiples.

The effect of inflation on our revenue and operating results was not
significant. Our operations are located in North America and there are no
seasonal aspects that would have a material effect on our financial condition or
results of operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of March 31, 2005, the
Company's management carried out an evaluation, under the supervision of the
Company's Chief Executive Officer and the Chief Financial Officer of the
effectiveness of the design and operation of the Company's system of disclosure
controls and procedures pursuant to the Securities and Exchange Act, Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective, as of the date of their
evaluation, for the purposes of recording, processing, summarizing and timely
reporting material information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

b) Changes in internal controls. There were no changes in internal controls over
financial reporting, known to the Chief Executive Officer or Chief Financial
Officer that occurred during the period covered by this report that has
materially affected, or is likely to materially effect, the Company's internal
control over financial reporting.

                                       21


<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

There were no matters that have been submitted to a vote of the security holders
during the quarter

ITEM 5.       OTHER INFORMATION

                                       22


<PAGE>


ITEM 6. EXHIBITS

(a) EXHIBIT(S) DESCRIPTION

Exhibits                                                                Page No.

(3)(i)   Certificate of Incorporation *
(3)(ii)  Bylaws *
(4)(1)   Form of Common Stock Certificate *
(4)(2)   Common Stock Purchase Warrant with Wendover Investments Limited *
(4)(3)   Stock Option Agreement with Richard O. Weed *
(10)(1)  Consulting Agreement with Rainer Poertner ***
(10)(2)  Fee Agreement with Weed & Co. LLP *
(10)(3)  Purchase Agreement MWW and MWWLLC *
(10)(4)  Amendment to Purchase Agreement between MWW and MWWLLC **
(10)(5)  Employment Agreement with CEO Michael Winzkowski **
(10)(6)  Employment Agreement with COO/CFO James Marvin **
(10)(7)  Loan Agreement with KeyBank N.A. ***
(10)(8)  Amendment to Consulting Agreement with Rainer Poertner ***
(10)(9)  Employment Agreement with Greg Green ****
(10)(10) Real Property Lease Agreement for 11224 Lemen Road, Suite A ****
(10)(11) Real Property Lease Agreement for 11236 Lemen Road ****
(10)(12) Supplier and Warranty Agreement ****
(10)(13) Business Loan Agreement April 4, 2005 with KeyBank N.A.******
(21)     Subsidiaries of Registrant *
(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

* previously filed on February 11, 2004 as part of the Registration Statement on
Form 10-SB12G of Marketing Worldwide Corporation SEC File 0-50586 Accession
Number 1019687-4-279.

** previously filed on August 10, 2004 as part of the Registration Statement on
Form 10-SB12G/A Amendment No. 1 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-04-001719.

*** previously filed on November 9, 2004 as part of the Registration Statement
on Form 10-SB12G/A Amendment No. 2 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-04-002436.

**** previously filed on January 31, 2005 as part of the Form 10-KSB for the
year ended September 30, 2004 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-05-000207.

***** previously filed on March 17, 2005 as part of the Form SB-2 of Marketing
Worldwide Corporation SEC File 333-123380 Accession Number 0001019687-05-000728.

****** previously filed on May 16, 2005 as part of the Form 10-QSB for the
period ending March 31, 2005 SEC File 0-50586 Accession Number 1019687-5-1392.

                                       23


<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): May 24, 2006                /S/ JAMES MARVIN
                                   ---------------------------------------------
                                   James Marvin
                                   Vice President Finance,
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                       24