<PAGE>

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

                                   FORM 10-QSB
                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM October 1, 2007 TO
                               DECEMBER 31, 2007.

                        COMMISSION FILE NUMBER 000-50586

                         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:
                          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 February 19, 2008, the Registrant had 15,763,080 shares of common stock
                            issued and outstanding.

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


<PAGE>

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<S>     <C>

                             MARKETING WORLDWIDE CORPORATION

                         Quarterly Report on Form 10-QSB for the
                        Quarterly Period Ending December 31, 2007




 TABLE OF CONTENTS

 PART I.  FINANCIAL INFORMATION

          Item 1. Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets:                                2
                  December 31, 2007 (unaudited)

                  Condensed Consolidated Statements of Operations (unaudited):          3
                  Three Months December 31, 2007 and 2006

                  Condensed Consolidated Statements of Cash Flows (unaudited):          4
                  Three Months Ended December 31, 2007 and 2006

                  Notes to Condensed Consolidated Financial Statements                  5
                  (unaudited): December 31, 2007

          Item 2. Management Discussion and Analysis                                   17

          Item 3. Controls and Procedures                                              21

 PART II. OTHER INFORMATION

          Item 1. Legal Proceedings                                                    21

          Item 2. Unregistered Sales of Equity Securities and Use of Proceeds          21

          Item 3. Defaults Upon Senior Securities                                      21

          Item 4. Submission of Matters to a Vote of Security Holders                  21

          Item 5. Other Information                                                    21

          Item 6. Exhibits                                                             22
</TABLE>


<PAGE>

ITEM 1. FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements for the
three months ended December 31, 2007 and 2006 have been prepared by Marketing
Worldwide Corporation, a Delaware corporation.










                                         Page 1

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<S>     <C>

                                     MARKETING WORLDWIDE CORPORATION
                                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                           (unaudited)
                                                                           December 31,     September 30,
                                                                              2007              2007
                                                                           -----------      -----------
ASSETS
Current assets:
Cash and cash equivalents                                                  $ 2,986,501      $ 2,270,313
Accounts receivable, net                                                       943,163          692,071
Inventories                                                                  1,093,118          857,984
Deferred income taxes                                                          188,271          188,271
Other current assets                                                           204,036          183,999
                                                                           -----------      -----------
  Total current assets                                                       5,415,089        4,192,638

Property, plant and equipment, net                                           3,687,244        3,321,827

Other assets:
Other intangible assets, net                                                   132,500          140,000
Capitalized finance costs, net                                                 570,078          603,424
Other assets, net                                                               54,619          199,283
                                                                           -----------      -----------

Total assets                                                               $ 9,859,530      $ 8,457,172
                                                                           ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Bank line of credits                                                           400,000        1,000,000
Notes payable and capital leases, current portion                              812,992          820,218
Accounts payable                                                             1,295,970          824,718
Warranty liability                                                             122,905          122,905
Other current liabilities                                                      789,767          867,344
                                                                           -----------      -----------
  Total current liabilities                                                  3,421,634        3,635,185

Long term debt:
Notes payable, long term                                                     1,303,614        1,309,806
Capital leases, long term                                                       52,385           70,675
                                                                           -----------      -----------

Total liabilities                                                            4,777,633        5,015,666

Interest in non-controlling entity                                             249,927          240,769

Series A convertible preferred stock, $0.001 par value; 3,500,000
  shares issued and outstanding                                              3,499,950        3,499,950

Stockholders' Equity (Deficiency)
Preferred stock, $0.001 par value, 10,000,000 authorized Common stock,
  $0.001 par value, 100,000,000 shares authorized;
  15,763,080 shares issued and outstanding                                      15,763           15,763
Additional paid in capital                                                   8,056,551        8,056,551
Subscription receivable                                                             --       (2,000,000)
Accumulated deficit                                                         (6,744,486)      (6,371,527)
Accumulated other comprehensive income (loss)                                    4,192               --
                                                                           -----------      -----------
  Total stockholders' equity (deficiency)                                    1,332,020         (299,213)
                                                                           -----------      -----------

Total Liabilities and Stockholders' Equity (Deficiency)                    $ 9,859,530      $ 8,457,172
                                                                           ===========      ===========

See the accompanying notes to the unaudited condensed consolidated financial statements


                                                 Page 2

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                              MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (UNAUDITED)


                                                            Three months ended December 31,
                                                                2007               2006
                                                            ------------      ------------

Revenue:
Sales, net                                                  $  2,396,864      $  2,161,158
Services                                                         336,058                --
                                                            ------------      ------------
Total revenue                                                  2,732,922         2,161,158

Cost of revenue:
Cost of goods sold                                             1,413,785         1,514,178
Cost of services provided                                        224,279                --
                                                            ------------      ------------
Total cost of revenue                                          1,638,064         1,514,178

Gross profit                                                   1,094,858           646,980

Operating expenses:
Selling, general and administrative expenses                   1,349,771           527,206
                                                            ------------      ------------

Total operating expenses                                       1,349,771           527,206
                                                            ------------      ------------

Income (loss) from operations                                   (254,913)          119,774

Financing expenses                                              (120,711)          (56,500)
Other income (expense), net                                        7,435           (13,000)
                                                            ------------      ------------

Income (loss) before provision for income taxes                 (368,189)           50,274

Provision for income taxes (benefit)                              (4,388)           12,000
                                                            ------------      ------------

Income (loss) before minority interest                          (363,801)           38,274

Loss  from minority interest                                      (9,158)           (5,999)
                                                            ------------      ------------

NET INCOME (LOSS)                                           $   (372,959)     $     32,275
                                                            ============      ============

Income (loss) per share, basic                              $      (0.02)     $       0.00
                                                            ============      ============

Income (loss) per share, fully diluted                      $      (0.02)     $       0.00
                                                            ============      ============

Weighted average common stock outstanding
    Basic                                                     19,263,080        11,228,280
                                                            ============      ============
    Fully Diluted                                             19,263,080        12,478,280
                                                            ============      ============

Comprehensive income (loss):
Net Income (Loss)                                           $   (372,959)     $     32,275
Foreign currency translation gain (loss)                           4,192                --
                                                            ------------      ------------

Comprehensive income (loss)                                 $   (368,767)     $     32,275
                                                            ============      ============

See the accompanying notes to the unaudited condensed consolidated financial statements

                                           Page 3

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


                                                              Three months ended December 31,
                                                                  2007              2006
                                                               -----------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                              $  (372,959)     $    32,275
Adjustments to reconcile net income (loss) to cash
  (used in) operations:
Depreciation and amortization                                       98,454           60,727
Amortization of deferred financing costs                            33,346               --
(Increase) decrease in:
Accounts receivable                                               (251,092)         599,535
Inventory                                                         (235,134)        (237,458)
Other current assets                                               (20,037)              --
Other assets                                                       144,664           20,944
Increase (decrease) in:
Accounts payable                                                   471,252         (611,313)
Other current liabilities                                          (77,577)         (74,276)
                                                               -----------      -----------
Net cash used in operating activities:                            (209,083)        (209,566)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                (456,371)          (2,091)
Loan receivable advances                                                --               74
                                                               -----------      -----------
Net cash used in investing activities:                            (456,371)          (2,017)

CASH FLOWS FROM FINANCING ACTIVITIES:
Minority interest                                                    9,158            5,999
Proceeds from common stock subscription                          2,000,000               --
(Repayments of) lines of credit                                   (600,000)              --
(Repayments of) notes payable and
  capital leases                                                   (31,708)         (29,056)
                                                               -----------      -----------
Net cash provided by (used in) financing activities              1,377,450          (23,057)

Effect of currency rate change on cash:                              4,192               --

Net increase (decrease) in cash and cash equivalents               716,188         (234,640)
Cash and cash equivalents, beginning of period                   2,270,313          343,689
                                                               -----------      -----------

Cash and cash equivalents, end of period                       $ 2,986,501      $   109,049
                                                               ===========      ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for interest                             $    44,099      $    56,500
                                                               ===========      ===========
Cash paid during year for taxes                                $        --      $        --
                                                               ===========      ===========

See the accompanying notes to the unaudited condensed consolidated financial statements

                                           Page 4
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<PAGE>
                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (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-Q. 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 and three month ended December
31, 2007, are not necessarily indicative of the results that may be expected for
the year ended September 30, 2008. The unaudited condensed consolidated
financial statements should be read in conjunction with the September 30, 2007
financial statements and footnotes thereto included in the Company's SEC Form
10KSB.

BUSINESS AND BASIS OF PRESENTATION

Marketing Worldwide Corporation (the "Company", "Registrant" or "MWW"), is
incorporated under the laws of the State of Delaware in July 2003. 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
H. Additionally, on May 24, 2007; the Company acquired Colortek, Inc. (See
Below) and on September 28, 2007 the Company acquired MW Global Limited which
owns 100% of the outstanding ownership and economical interest in Modelworxx
GmbH (See below). All significant inter-company transactions and balances,
including those involving the VIE, have been eliminated in consolidation.

REVENUE RECOGNITION

For revenue from products and services, the Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the selling price is fixed and determinable; and (4) collectability is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered/services rendered and the collectability of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has not been delivered or services has not been rendered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or services has been rendered or no refund will be
required.

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 will not have an
immediate impact on the company's consolidated financial statements.

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.

Revenue from services is recognized as the services are performed for
time-and-materials contracts.



                                     Page 5

<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

The Company generally warrants its products to be free from material defects and
to conform to material specifications for a period of three (3) years. The cost
of replacing defective products and product returns have been immaterial and
within management's expectations. In the future, when the company deems warranty
reserves are appropriate that such costs will be accrued to reflect anticipated
warranty costs.

ACQUISITIONS

On May 24, 2007, the Company acquired 100% ownership of Colortek, Inc. in
exchange for 400,000 shares of the Company's Common stock. The assets of
Colortek consist of a 46,000 square foot facility located in Michigan and
include two 80-foot down-draft batch paint production lines.

The acquisition of Colortek, Inc. was accounted for using the purchase method in
accordance with SFAS 141, "Business Combinations". The value of the Company's
common stock issued as part of the acquisition was determined at the fair value
of the Company's common stock at the date of acquisition. The results of
operations for Colortek, Inc. have been included in the Consolidated Statements
of Income (Loss) since acquisition. The components of the purchase price were as
follows:

                  Common stock issued                $   180,000

In accordance with Financial Accounting Standard (SFAS) No. 141, Business
Combinations, the total purchase price was allocated to the estimated fair value
of the assets acquired and liabilities assumed. The fair value of the assets
acquired was based on management's best estimates. The purchase price was
allocated to the fair value of assets acquired and liabilities assumed as
follows:

                  Cash and other current assets      $   201,784
                  Property, plant and equipment        1,307,574
                  Customer lists                         150,000
                  Goodwill and other intangibles         955,897
                  Less: liabilities assumed           (2,435,255)
                                                     -----------
                  Net                                $   180,000
                                                     ===========

Goodwill and other intangible assets represent the excess of the purchase price
over the fair value of the net tangible assets acquired. In accordance with SFAS
142, goodwill is not amortized and will be tested for impairment at least
annually.

During the year ended September 30, 2007, the Company management preformed an
evaluation of its intangible assets acquired from Colortek, Inc. including
goodwill for purposes of determining the implied fair value of the assets at
September 30, 2007. The test indicated that the recorded book value of the
goodwill exceeded its fair value, as determined by discounted cash flows. As a
result, upon completion of the assessment, management recorded non-cash
impairment charge of $955,897, net of tax, or $0.08 per share during the year
ended September 30, 2007 to reduce the carrying value of the goodwill to $0.
Considerable management judgment is necessary to estimate the fair value.
Accordingly, actual results could vary significantly from management's
estimates.

The customer list was valued at $150,000 and it is being amortized on a straight
line basis over its estimated useful life of five years.

On September 28, 2007, the Company acquired 100% ownership of MW Global Limited
which owns 100% of the outstanding ownership and economical interest in
Modelworxx GmbH in exchange for options to purchase 1,000,000 shares of the
Company's common stock at $0.10 per share over the next five years.

The acquisition of Modelworxx GmbH. was accounted for using the purchase method
in accordance with SFAS 141, "Business Combinations". The fair value of the
options to purchase the Company's common stock issued as part of the acquisition
was determined using the Black Scholes Option Pricing Model based on the
following assumptions: expected dividend rate: -0-%, volatility: 280.06%; risk
free rate: 4.23%.The results of operations for Modelworxx GmbH have been
included in the Consolidated Statements of Income (Loss) since acquisition. The
components of the purchase price were as follows:

                  Fair value of 1,000,000 options to
                  purchase the Company's common stock        $  749,600


                                     Page 6

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                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

ACQUISITIONS (CONTINUED)
------------------------
In accordance with Financial Accounting Standard (SFAS) No. 141, Business
Combinations, the total purchase price was allocated to the estimated fair value
of the assets acquired and liabilities assumed. The fair value of the assets
acquired was based on management's best estimates. The purchase price was
allocated to the fair value of assets acquired and liabilities assumed as
follows:


                  Cash and other current assets      $  34,028
                  Accounts receivable                   31,155
                  Inventories                          169,569
                  Property, plant and equipment         75,188
                  OTHER TANGIBLE ASSETS
                                                        42,262
                  Goodwill and other intangibles       628,654
                  Less: liabilities assumed           (231,256)
                                                     ---------
                   Net                               $ 749,600
                                                     =========

Goodwill and other intangible assets represent the excess of the purchase price
over the fair value of the net tangible assets acquired. In accordance with SFAS
142, goodwill is not amortized and will be tested for impairment at least
annually.

During the year ended September 30, 2007, the Company management preformed an
evaluation of its intangible assets acquired from Modelworxx GmbH including
goodwill for purposes of determining the implied fair value of the assets at
September 30, 2007. The test indicated that the recorded book value of the
goodwill exceeded its fair value, as determined by discounted cash flows. As a
result, upon completion of the assessment, management recorded a non-cash
impairment charge of $628,654, net of tax, or $0.05 per share during the year
ended September 30, 2007 to reduce the carrying value of the goodwill to $ 0.
Considerable management judgment is necessary to estimate the fair value.
Accordingly, actual results could vary significantly from management's
estimates.

SEGMENT INFORMATION
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

RECLASSIFICATION
----------------

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported net
income (loss).

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.



                                     Page 7

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                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING FOR VARIABLE INTEREST ENTITIES (CONTINUED)
-----------------------------------------

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

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). This statement defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. This
statement does not require any new fair value measurements. The effective date
of this statement is for fiscal years beginning after November 15, 2007. The
Company is currently evaluating the impact, if any, of the adoption of SFAS 157.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("SFAS 159"). This statement permits all entities to choose,
at specified election dates, to measure eligible items at fair value (the "fair
value option"). A business entity must report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. Upfront costs and fees related to items for which the
fair value option is elected must be recognized in earnings as incurred and not
deferred. This statement is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Company is currently
evaluating the impact, if any, of the adoption of SFAS 159.

In December 2007, the FASB issued SFAS No. 141(R),"BUSINESS COMBINATIONS" ("SFAS
No. 141(R)"), which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination. SFAS No. 141R is effective as of the beginning of the
first fiscal year beginning on or after December 15, 2008. Earlier adoption is
prohibited and the Company is currently evaluating the effect, if any, that the
adoption will have on its financial position, results of operations or cash
flows.

In December 2007, the FASB issued SFAS No. 160, "NON-CONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51" ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be re-characterized as non-controlling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of the first fiscal year beginning on or after
December 15, 2008. Earlier adoption is prohibited and the Company is currently
evaluating the effect, if any, that the adoption will have on its financial
position, results of operations or cash flows.

NOTE B - INTANGIBLE ASSETS AND GOODWILL

As the result of Colortek, Inc acquisition at May 24, 2007, the Company had
intangibles totally $1,105,897 at the completion of the acquisition.

In accordance with SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS (SFAS 142), an
impairment test is required at least annually. Subsequent to the acquisition, in
the year ended September 30, 2007; management preformed an evaluation of its
goodwill acquired from Colortek, Inc for purpose of determining the implied fair
value of the assets at September 30, 2007. The test indicated that the recorded
book value of the goodwill exceeded its fair value, as determined by discounted
cash flows. As a result, upon completion of the assessment, management recorded
a non-cash impairment charge of $955,897, net of tax, or $0.08 per share during
the year ended September 30, 2007 to reduce the carrying value of the goodwill
to $ 0. Considerable management judgment is necessary to estimate the fair
value. Accordingly, actual results could vary significantly from management's
estimates.


                                     Page 8

<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)

NOTE B - INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

The remaining identifiable intangible assets acquired and their carrying value
at December 31, 2007 is:

                     Gross                                      Weighted average
                   carrying   Accumulated             Residual    Amortization
                    amount    Amortization    Net      Value     Period (Years)
                  ---------  -------------  --------  --------  ----------------
Customer lists     $150,000     $17,500     $132,500    $-0-          5.0


Total amortization charged to operations for the three months ended December 31,
2007 was $7,500. The estimated amortization expense as of December 31, 2007 is
as follows:

                        2008                                 $   30,000
                        2009                                     30,000
                        2010                                     30,000
                        2011                                     30,000
                        2012                                     12,500
                        2013 and after                                -
                                                             ----------
                          Total                              $  132,500
                                                             ==========

NOTE C - BANK LINE OF CREDIT

The Company renewed its credit facility on February 9, 2007 and was approved for
an increased credit line with Key Bank with a maximum borrowing limit increased
from $1,150,000 to $1,500,000, expiring on February 1, 2008. The line has been
extended again to February 8, 2009. The line of credit is set up with an annual
renewal provision. Interests on advances are 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.

Additionally, assumed as part of the acquisition of Colortek, Inc., the Company
acquired a revolving line of credit of $75,000 secured by property, equipment,
deposits and receivables. Interest rate is prime plus 2.50%. As of the date of
acquisition, the balance outstanding was $58,613.

NOTE D - NOTES PAYABLE

As of December 31, 2007, notes payable consists of the following:

    Mortgage loan payable in monthly principal
    installments plus interest thereon at Bank's prime
    lending rate less 0.25% per annum. Note secured by
    first deed of trust on real property and improvements
    located in Howell, MI. The Company's Chief
    Executive and Chief Operating Officers and principal
    shareholders personally guaranty the loan                        $  718,834

    Mortgage loan payable in 240 monthly principal
    installments plus interest thereon at a fixed rate of
    5.16% per annum. The loan is secured by a second deed
    of trust on real property and improvements located in
    Howell, MI. The Company's Chief Executive and Chief
    Operating Officers and principal shareholders
    personally guaranty the loan.                                       588,726

    Mortgage loan payable in monthly principal
    installments of $5,633 with a fixed interest rate of
    5.98% per annum. Note based on a 20 year amortization
    with a final balloon payment at maturity on July 8,
    2008. Note is secured by first priority security
    interest in the business property of Colortek, Inc,
    the Company's wholly owned subsidiary                               686,772


    Note payable in monthly payments of $1,857.54 per
    month including interest at 7.25% per annum, unsecured               55,824
                                                                    ------------
                                                                      2,050,156
    Less: current portion                                               746,542
                                                                    ------------
      Long term portion                                             $ 1,303,614
                                                                    ------------



                                     Page 9

<PAGE>

                  MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)

NOTE E - CAPITAL LEASE OBLIGATIONS

Automobile and equipment includes the following amounts for capitalized leases
at December 31, 2007:

                  Automobile and equipment                          $   313,381
                  Less: Accumulated depreciation                        134,965
                  and amortization
                    Net book value                                  $   178,416

Future minimum lease payments required under the capital leases are as follows:

                  Total minimum lease payments                      $   128,958
                  Less: amount representing interest                     10,193
                                                                    ------------

                    Subtotal                                            118,765
                  Less current portion                                   66,380
                                                                    ------------
                  Long term portion                                 $    52,385
                                                                    ============
Present value of minimum capital lease obligations $ 118,835

NOTE F - 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 December 31,
2007, the Company has issued and outstanding 3,500,000 shares of Series A
preferred stock and 15,763,080 shares of common stock.

SERIES A PREFERRED STOCK
------------------------

On April 23, 2007, the Company filed a Certificate of Designation creating a
$0.001 par value Series A Convertible Preferred stock for 3,500,000 shares

PAYMENT OF DIVIDENDS. Commencing on the date of issuance of the Series A
Preferred Stock, the holders of record of shares of Series A Preferred Stock
shall be entitled to receive, out of any assets at the time legally available
therefore and as declared by the Board of Directors, dividends at the rate of
nine percent (9%) of the stated Liquidation Preference Amount (see below) per
share PER ANNUM., payable quarterly.

RIGHT TO CONVERT. At any time on or after the Issuance Date, the holder of any
such shares of Series A Preferred Stock may, at such holder's option, subject
certain limitations elect to convert all or any portion of the shares of Series
A Preferred Stock held into a number of shares of Common Stock equal to the
quotient of (i) the Liquidation Preference Amount (see below) of the shares of
Series A Preferred Stock being converted plus any accrued but unpaid dividends
thereon DIVIDED BY (ii) the Conversion Price of $0.50 per share, subject to
certain adjustments.

MANDATORY CONVERSION. Subject to certain restrictions and limitations, five
years after the issuance date, the Series A Preferred Stock will automatically
and without any action on the part of the holder thereof, convert into shares of
Common Stock equal to the quotient of (i) the Liquidation Preference Amount of
the number of shares of Series A Preferred Stock being converted on the
Mandatory Conversion Date DIVIDED BY (ii) the Conversion Price in effect on the
Mandatory Conversion Date.

                                    Page 10

<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE F - CAPITAL STOCK (CONTINUED)

SERIES A PREFERRED STOCK (CONTINUED)
------------------------

LIQUIDATION RIGHTS. The Series A Preferred Stock shall, with respect to
distributions of assets and rights upon the occurrence of a Liquidation rank (i)
senior to all classes of common stock of the Company and (ii) senior to each
other class of Capital Stock of the Company hereafter created with does not
expressly rank pari passu or senior to the Series A Preferred Stock. Holders of
the Series A Preferred Stock is entitled, in the event of liquidation or winding
up of the Company's affairs, a liquidation payment of $1.00 per share plus any
accrued and unpaid dividends before any distribution to any common or other
junior classes of stock

VOTING RIGHTS. The holders of Series A Preferred Stock shall have no voting
rights with the exception relating to increasing the number of outstanding
shares of Series A Preferred or modifying the rights of the Series A Preferred
Stock

REGISTRATION RIGHTS. The Company is required to file a registration statement
with the SEC to affect the registration of the shares of its common stock
underlying the Series A Preferred Stock and the warrants (see below) within 30
days. The Company also agreed to use its reasonable best efforts to cause the
registration statement to be declared effective no later than 150 days after its
filing. If the Registration Statement is not filed and declared effective as
described above, the Company will be required to pay liquidated damages to the
holders of the Series A Preferred Stock, in an amount equal to 2% of the initial
investment.

On April 23, 2007 the Company issued 3,500,000 shares of Series A Preferred
Stock for gross proceeds of $3,500,000 resulting in net proceeds of $3,222,450.

As additional consideration for the purchase of the Series A Preferred Stock,
the Company granted to the holders warrants entitling it to purchase 11,000,000
common shares of the Company's common stock at the price of $0.70 per share,
6,000,000 at $0.85 per share and 6,000,000 at $1.20 per share. The underlying A,
B & C warrants lapse if unexercised by April 23, 2012, while the J and D, E &F
warrants lapse if unexercised by June 28, 2008. All warrants are subject to the
registration rights agreement described above.

In accordance with EMERGING ISSUES TASK FORCE ISSUE 98-5, ACCOUNTING FOR
CONVERTIBLE SECURITIES WITH A BENEFICIAL CONVERSION FEATURES OR CONTINGENTLY
ADJUSTABLE CONVERSION RATIOS ("EITF 98-5"), the Company recognized an imbedded
beneficial conversion feature present in the Convertible Series A Preferred
Stock. The Company allocated a portion of the proceeds equal to the fair value
of that feature to additional paid-in capital. The Company recognized and
measured an aggregate of $3,500,000 of the proceeds, which is equal to the
intrinsic value of the imbedded beneficial conversion feature, to additional
paid-in capital and a charge against current earnings. The fair value of the
warrants was determined using the Black-Scholes Option Pricing Model with the
following assumptions: Dividend yield: $-0-; Volatility: 146.64%, risk free
rate: 4.55%.


                  Page 11

<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)

NOTE G - STOCK OPTIONS AND WARRANTS

EMPLOYEE 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 employees
of the Company as of December 31, 2007:

<TABLE>
<S>     <C>
                                Options Outstanding                      Options Exercisable
                                -------------------    Weighted          -------------------
                                 Weighted Average       Average       Weighted
                    Number     Remaining Contractual   Exercise         Number         Average
Exercise Price   Outstanding       Life (Years)          Price       Exercisable    Exercise Price
--------------   -----------       ------------        --------      -----------    --------------
                                                         Price
     $0.45         170,000              8.4              $0.45            -             $0.45
</TABLE>

Transactions involving options issued to employees are summarized as follows:


                                                  Weighted Average     Price per
                                                  Number of Shares       Share
Outstanding at October 1, 2007                                   -            -
Granted                                                    170,000        $0.45
Exercised                                                        -            -
Canceled or expired                                              -            -
Outstanding, September  30, 2007                           170,000         0.45
Granted                                                          -            -
Exercised                                                        -            -
Canceled or expired                                              -            -
Outstanding, December 31, 2007                             170,000        $0.45
                                                           =======        =====


Effective January, 2006, the Company adopted SFAS 123R and recognized
compensation expense in its financial statements in fiscal 2006. Prior to the
adoption of SFAS 123R, the Company accounted for its stock option plans
according to Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." Accordingly, no compensation costs were recognized upon
issuance or exercise of stock options for fiscal 2005.

SFAS No. 123, "Accounting for Stock-Based Compensation," required the disclosure
of the estimated fair value of employee option grants and their impact on net
income using option pricing models that are designed to estimate the value of
options that, unlike employee stock options, can be traded at any time and are
transferable. In addition to restrictions on trading, employee stock options may
include other restrictions such as vesting periods. Further, such models require
the input of highly subjective assumptions, including the expected volatility of
the stock price.

In May 2007, the Company granted 170,000 employee stock options vesting over the
next three years. The options grant the employee the right to purchase the
Company's common stock over the next 8 to 10 years at an exercise price of
$0.45. The options were valued using the Black-Scholes Option Pricing model with
the following assumptions: dividend yield: -0-%; volatility: 37.74%; risk free
interest rate: 4.50%. The determined fair value of the options of $41,440 will
be recognized as a period expense ratably with vesting rights.

NON EMPLOYEE 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 December 31, 2007:

                                    Page 12



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

<TABLE>
<S>     <C>
                                Options Outstanding                      Options Exercisable
                                -------------------    Weighted          -------------------
                                 Weighted Average       Average       Weighted
                    Number     Remaining Contractual   Exercise         Number         Average
Exercise Price   Outstanding       Life (Years)          Price       Exercisable    Exercise Price
--------------   -----------       ------------        --------      -----------    --------------
    $0.10          1,000,000          4.75              $0.10          1,000,000       $0.10
    $1.00            195,000          1.00              $1.00            195,000       $1.00
    $1.25            200,000          1.00              $1.25            200,000       $1.25
                   ---------          ----              -----            -------       -----
                   1,395,000          4.55              $0.39          1,395,000       $0.39
                   =========          ====              =====          =========       =====
</TABLE>

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

                                                  Weighted Average    Price per
                                                  Number of Shares      Share

Outstanding at October 1, 2007                           450,000       $   1.11
Granted                                                1,000,000           0.10
Exercised                                                (55,000)         (1.00)
Canceled or expired                                           --             --
                                                      ----------       --------
Outstanding, September 30, 2007                       1,395,000       $   0.39
Granted                                                       --             --
Exercised                                                     --             --
Canceled or expired                                           --             --
                                                      ----------       --------
Outstanding, December 31, 2007                         1,395,000       $   0.39
                                                      ==========       ========

As described in Note A above, the Company issued 1,000,000 options to purchase
common stock at $0.10 per share for five years to acquire MW Global Limited. The
options were valued using the Black-Scholes Option Pricing Model with the
following assumptions: dividend yield: -0-%; volatility: 282.85%; risk-free
rate: 4.23%

Aggregate intrinsic value of options outstanding and exercisable at December 31,
2007 was $800,000. Aggregate intrinsic value represents the difference between
the Company's closing price on the last trading day of the fiscal period, which
was $0.90 as of December 31, 2007, and the exercise price multiplied by the
number of options outstanding. As of December 31, 2007, total unrecognized
stock-based compensation expense related to non-vested stock options was
$76,500. During the three months ended December 31, 2007 and 2006, the Company
charged to operations related to recognized stock-based compensation expense for
employee and non-employee stock options of $-0- .

                                    Page 13



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE G - 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 December 31, 2007:

<TABLE>
<S>     <C>
                                Warrants Outstanding                     Warrants Exercisable
                                --------------------     Weighted        --------------------
                                  Weighted Average       Average       Weighted
                     Number     Remaining Contractual    Exercise       Number         Average
  Exercise Price  Outstanding       Life (Years)          Price       Exercisable   Exercise Price
  --------------  -----------       ------------          -----       -----------   --------------
      $0.01          2,500,000          4.32              $0.01                  -      $0.01
      $0.50          2,000,000           .74              $0.50          2,000,000      $0.50
      $0.65            490,000          3.31              $0.65            490,000      $0.65
      $0.70          6,000,000          4.38              $0.70          3,500,000      $0.70
      $0.85          6,000,000          4.38              $0.85          3,500,000      $0.85
      $1.20          3,500,000          4.32              $1.20          3,500,000      $1.20
                     ---------          ----              -----          ---------      -----
                    20,490,000          3.98              $0.85         12,990,000      $0.82
</TABLE>

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

                                                  Weighted Average    Price per
                                                  Number of Shares      Share
Outstanding at October 1, 2006                     1,0000,000            $0.50
Granted                                            23,490,000             0.87
Exercised                                          (4,000,000)            0.50
Canceled or expired                                         -                -
Outstanding, September 30, 2007                    20,490,000             0.69
Granted                                                     -                -
Exercised                                                   -                -
Canceled or expired                                         -                -
                                                 ------------           ------
Outstanding, December 31, 2007                     20,490,000            $0.69

In April 2007, in conjunction with the sale of the Series A Preferred stock, the
Company granted 23,000,000 warrants to purchase the Company's common stock over
the next five years. The various denominations are as follows:

                                                  Number of            Exercise
                                                  warrants              Price
Series A warrants                                 3,500,000             $0.70
Series B warrants                                 3,500,000              0.85
Series C warrants                                 3,500,000              1.20
Series D warrants                                 2,500,000              0.70
Series E warrants                                 2,500,000              0.85
Series F warrants                                 2,500,000              1.20
Series J warrants                                 5,000,000              0.70
                                                 ----------
Total                                            23,000,000


Series D, E and F are restricted to 50% of the number of shares exercised by the
holder of Series J warrants. Series J warrants include certain reset provisions
and the term for these warrants ends on June 23, 2008.

The fair value of the warrants, determined using the Black-Scholes Option
Pricing Model, up to the proceeds received from the sale of the Series A
Preferred stock, as a charge against current earnings and a credit to additional
paid in capital. The assumptions in determining the fair value of the warrants
were as follows: Dividend yield: $-0-; Volatility: 146.64%, risk free rate:
4.55%.

In September 2007, 4,000,000 (out of 5,000,000) series J warrants to purchase
the Company's common stock was exercised at the re-priced exercise price of
$0.50 per share. In addition, the Company re-priced the Series F warrants from
$1.20 per share to $0.01 per share. The estimated change in fair value, using
the Black Scholes Option Pricing Model, was charged to operations in the year
ended September 30, 2007. The assumptions in determining the fair value of the
re-pricing of the warrants were as follows: Dividend yield: $-0-; Volatility:
280.06%; Risk Free Rate: 4.22%.


                                    Page 14

<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

WARRANTS (CONTINUED)
--------------------

In April 2007, the Company issued 490,000 warrants to purchase the Company's
common stock at $0.65 per share over the next four years. The warrants were
issued for services rendered for placement services in conjunction with the sale
of the Series A Convertible Preferred stock.

The fair value of the warrants, determined using the Black-Scholes Option
Pricing Model, as capitalized financing costs with a credit to additional paid
in capital. The assumptions in determining the fair value of the warrants were
as follows: Dividend yield: $-0-; Volatility: 146.64%, risk free rate: 4.55%.


NOTE H - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

On June 6, 2005 and August 8, 2005, JCMD Properties LLC, an entity controlled by
the Company's Chief Executive and Chief Operating officers respectively
("JCMD"), entered into a Secured Loan Agreement with a financial institution, in
connection with the financing of real property and improvements ("property").
This agreement is guaranteed by the company.

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 entity, 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.

Included in the Company's consolidated balance sheet at December 31, 2007 are
the following net assets of JCMD:


   ASSETS (JCMD)
   Cash and cash equivalents                                          $  240,264
   Accounts receivable, prepaid expenses and other current assets         19,400
                                                                      ----------
     Total current assets                                                259,664

   Property Plant and equipment, net of
   accumulated depreciation of $79,521                                 1,297,824
                                                                      ----------

   Total assets                                                        1,557,488
                                                                      ----------

   LIABILITIES:
   Current portion of long term debt                                      40,908
   Accounts payable and accrued liabilities                                   --
                                                                      ----------
     Total current liabilities                                            40,908

   Long term debt                                                      1,266,653
                                                                      ----------

   Net assets:                                                        $  249,927
                                                                      ==========


                                    Page 15

<PAGE>

                        MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2007
                                  (UNAUDITED)


NOTE H - CONSOLIDATION OF VARIABLE INTEREST ENTITIES (CONTINUED)

Consolidated results of operations include the following:

   Revenues - Real Estate/other                                       $ 38,859

   Costs and expenses - real estate:
   Operating expenses                                                    1,789
   Depreciation                                                          8,000
   Interest, net                                                        19,912
                                                                      --------
     Total costs and expenses                                           29,701

   Operating income-Real estate                                       $  9,158
                                                                      --------


Note I - GEOGRAPHIC INFORMATION:

Information about operations by geographic area as of December 31, 2007 and for
the three months then ended is as follows:

<TABLE>
<S>                                  <C>

                                     United States     Europe        Eliminations    Consolidated
                                     -----------     -----------     -----------     -----------

   Revenues                          $ 2,290,725     $   442,197     $        --     $ 2,732,922
                                     ===========     ===========     ===========     ===========
   Net loss                          $  (332,208)    $   (40,751)    $        --     $  (372,959)
                                     ===========     ===========     ===========     ===========

   Assets                            $ 9,384,472     $   850,395     $  (375,337)    $ 9,859,530
   Liabilities                       $ 8,132,846     $   770,201     $  (375,537)    $ 8,527,510
                                     -----------     -----------     -----------     -----------
   Stockholders' equity (deficit)    $ 1,251,626     $    80,194     $        --     $ 1,332,020
                                     ===========     ===========     ===========     ===========

</TABLE>

                                    Page 16

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THIS REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKINGSTATEMENTS 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

Marketing Worldwide Corporation (the "Company", "Registrant" or "MWW"), is
incorporated under the laws of the State of Delaware in July 2003. The Company
is engaged, through its wholly-owned subsidiary, Marketing Worldwide LLC
("MWWLLC").


MWW is a full service design, engineering and manufacturing firm 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, Canada
and Europe with MWW's components directly at their respective vehicle processing
centers. At the instruction of MWW, the processing centers' technical teams
install MWW's accessory products on new automobiles at these vehicle processing
centers, as soon as these new vehicles arrive from foreign or domestic
automobile manufacturers. From the vehicle processing centers the accessorized
automobiles are then delivered into the domestic car dealer distribution systems
throughout the Continental US, Canada and Europe. MWW's relationship is solely
with the vehicle processing centers, which also pay for MWW's products.

Since its inception, the continuously increasing demand for the company's
products and services has prompted an ongoing expansion of MWW's infrastructure
and staff and warranted the diversification of its activities into expanded
activities in the design and engineering of its products and increased vertical
integration in manufacturing in order to address newly arising market
opportunities. Drawing from the experience of its principals and management team
strategically utilizing longstanding relationships in the industry, the company
has steadily expanded its product range, client and employees/contractor base
and is currently aggressively pursuing the expansion of its client roster, in
addition to its existing major clients such as South East Toyota, Gulf States
Toyota and Toyota Canada. The Company has acquired Colortek, a "Class A"
painting facility in Baroda, Michigan, Modelworxx GmbH in Munich Germany and has
commenced operation with a new "Class A: painting facility in Elkhart, Indiana.

We have established initial relationships with several new major foreign and
domestic automobile manufacturers. We have also recently begun delivering
accessory programs to KIA Motors America and have received additional Request
for Quotes from Toyota's Scion Group, KIA Motors America, MOBIS (KIA and Hyundai
Worldwide) and Nissan. We have been delivering product directly to the Toyota
Motor Manufacturing Corporation assembly plant in Canada for nearly twenty six
(26) months and have been awarded new programs to be delivered to Toyota Canada
International. Through our wholly owned subsidiary Modelworxx in Germany we have
begun to manufacture and deliver products to Toyota Europe and are currently in
the process to expand our product roster designed in Germany for sale to other
European automobile manufacturers and our large customers in the US. Through
Modelworxx, we will also provide our US produced products for sale to European
manufacturers, currently supported by a very favorable Dollar exchange rate with
the Euro. We are in various stages of seeking to provide our accessory programs
to other major foreign and domestic automobile manufacturers such as Nissan,
Subaru and Hyundai and several large manufacturers throughout Europe.

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
are 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. As
we expand our business globally, we expect to better able to mitigate these
impacts.

                                    Page 17
<PAGE>


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
turns over rates are currently being implemented. Utilizing the synergies
between our newly acquired companies and the utilization of the newly created
manufacturing capacities here in the US that are now controlled by us, we are
expecting to produce higher levels of efficiency over time.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the three months ended December 31, 2007, we used
$209,083 of cash flow in operations primarily from our net loss of $372,959;
offset by non cash depreciation and amortization charges of $131,800; and net
changes in our operating assets and liabilities of $32,076.

INVESTING ACTIVITIES. During the three months ended December 31, 2007, we used
$456,371 in cash flows in investing activities by acquiring additional equipment
for our operations.

FINANCING ACTIVITIES. During the three months ended December 31, 2007, net cash
flow provided by financing activities amounted to $1,377,450. The net cash flow
was generated by the exercising of $2,000,000 in warrants offset by our pay down
of our line of credit and notes and leases payable by $600,000 and $31,708,
respectively.

MWW currently has a $1,500,000 line of credit, which is used to fund seasonal
working capital requirements and other financing needs which expires February 1,
2009. MWW pledged all of its inventory, equipment, accounts, and chattel paper,
instruments, and letters of credit, documents, deposit accounts, investment
property, money, rights to payment and general intangibles to secure the Loan.
The Loan with Key Bank N.A. is a standard asset based loan agreement. The Loan
requires MWW to attain a ratio of Total Debt to Tangible Net Worth of less than
3.50 to 1.00 tested at the end of each fiscal year and a ratio of Operating Cash
Flow to Fixed Charges of not less than 1.50 to 1.00 tested at the end of each
fiscal year for the preceding 12-month period.  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. The current outstanding balance on the line of credit with Key
Bank is approximately $400,000. MWW is in compliance with the terms and
conditions of its agreement with Key Bank N.A. MWW does not have restrictive
covenants on any other indebtedness and believes that is has satisfactory
relationships with its creditors. Key Bank N.A. has waived certain covenants
based on the changes in MWW's balance sheet based on the recent acquisitions.

Our profitability and working capital requirements have increased because of our
recent acquisitions, the opening of our new facility AutoFX in Elkhart, newly
awarded programs and arising program development opportunities to secure
additional large customers. These increased working capital requirements will be
funded by partially utilizing our existing line of credit and funds from the
Private Placement of our preferred stock for $3.5 Million and the exercise of $2
Million in warrants. We anticipate that these sources of funds will to be
adequate to meet our near term needs. Details of the private placement and
exercise of the warrants are available through our 8K filing on April 27, 2007
and 10K filing at September 30, 2007.

Management believes that available cash, the line of credit, private placement,
and cash generated from operations will be adequate to fund MWW's capital
requirements for the foreseeable future.

INTERIM RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 2007 TO THE THREE MONTHS ENDED
DECEMBER 31, 2006.

SALES. Net sales during the first quarter 2008 (three months ending December 31,
2007) were $2,732,922, an increase of $571,765, or 26%, compared to $2,161,158
during the first quarter 2007. This increase was due to additional sales of
Modelworxx and Auto FX.

GROSS MARGINS. Gross margins for the first quarter 2008 increased to 40% from
29% in the same period of 2007 due to improvements in material cost and
product/service mix and the utilization of our production and
service facilities.

OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $822,565 to $1,349,771 in the first quarter
of 2007, compared to $527,206 in the first quarter of 2007. The increase was
attributable to the incorporation of the activities of our new subsidiaries,
Colortek, Inc, Modelworxx GmbH and the new facility AutoFX. Overall, the
Company's number of employees increased from 21 to 69 as compared to same
period, last year.


                                    Page 18
<PAGE>


OPERATING INCOME. Operating income decreased by $374,687 to a loss of $254,913
in the first quarter of 2008, compared to a net operating income of $119,774 in
the first quarter of 2007. This decrease was due to primarily to startup costs
for our AutoFX facility and additional cost at Modelworxx in Germany, including
the set up for additional engineering and assembly facilities in the US and
Germany.

INTEREST EXPENSE. For the three months ended December 31, 2007, our interest
expense increased to $120,711 from $56,500, an increase of 114% over the same
period prior year. The increase is primarily due to the Series A preferred stock
financing we put in place in April 2007.

NET INCOME (LOSS) was reduced by $405,234 to a loss of $372,959 from a profit of
$32,275 The majority of the decrease was associated with additional one-time
start-up cost for the new AutoFX facility and Modelworxx including the set up
for additional engineering and assembly facilities in the US and Germany. A
smaller portion of the decrease was due to lower sales at MWW due to delays in
several customer program launches, and an increase in cost for professional
consulting services representing a non-cash expense, higher selling general and
administrative expenses, offset by improvements in Gross Margins.

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
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.

Revenue from services is recognized as the services are performed for
time-and-materials contracts.

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. 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.

STOCK BASED COMPENSATION: Prior to January 1, 2006, we accounted for the Plans
under the recognition and measurement provisions of APB Opinion No. 25, as
permitted by SFAS No. 123. Consequently, no stock-based compensation cost
relating to stock options was recognized in the consolidated statement of income
for any period prior to 2006, as all options granted under the Plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. Effective January 1, 2006, we adopted the fair value provisions
for share-based awards pursuant to SFAS No. 123(R), using the
modified-prospective-transition method. Under that transition method,
compensation cost recognized in 2006 includes (a) compensation cost for all
share-based awards granted prior to, but not yet vested as of January 1, 2006,
based on the attribution method and grant date fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all share-based awards granted subsequent to January 1, 2006, based on
the grant-date fair value estimated in accordance with the provisions of SFAS
No. 123(R), all recognized on a straight line basis as the requisite service
periods are rendered. Results for prior periods have not been restated.


                                    Page 19

<PAGE>

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
DECEMBER 31, 2007, 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
DECEMBER 31, 2007, there were no determined requirements for the allowance for
doubtful accounts.

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.

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. 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.

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.



                                    Page 20
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of DECEMBER 31, 2007,
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.



                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no current legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

There were no matters submitted to a vote of the security holders during the
quarter.

ITEM 5. OTHER INFORMATION

None.



                                    Page 21


<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 *
(5) Opinion on Legality *****
(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)(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, 2006 with KeyBank N.A. ******
(10)(14) Supplier and Warranty Agreement ****
(10)(15) Blanket Purchase Order, Non-Disclosure and Confidentiality Agreement
         ******
(10)(16) Lease Agreement and Amendment to Lease Agreement with JCMD Properties,
         LLC ******
(10)(17) Consulting Agreement with Rainer Poertner dated July 1, 2006 ******
(10)(18) Waiver of Cashless Exercise Provisions in Warrant by Wendover
         Investments Ltd. *******
(10)(19) Waiver of Cashless Exercise Provisions in Stock Option by Richard O.
         Weed *******
(10)(20) Extension of Employment Agreement with Michael Winzkowski dated October
         15, 2006
(10)(21) Extension of Employment Agreement with James Marvin dated
(21) Subsidiaries of Registrant *
(31)(1) Certification of Chief Executive Officer pursuant to Section302 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, 2005 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, 2005 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, 2005 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, 2006 as part of the Form 10-KSB for the
year ended September 30, 2005 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-05-000207.

***** previously filed on March 17, 2006 as part of the Form SB-2 of Marketing
Worldwide Corporation SEC File 333-123380 Accession Number 0001019687-05-000728.

****** previously filed on September 15, 2006 as part of the Form SB-2 of
Marketing Worldwide Corporation SEC File 333-123380 Accession Number
0001019687-05-002649.

******* previously filed on December 7, 2006 as part of the Form SB-2 of
Marketing Worldwide Corporation SEC File 333-123380 Accession Number
0001019687-05-003367.


                                    Page 22

<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): February 19, 2008          /s/ James Marvin
                                   --------------------------------------------
                                   James Marvin
                                   Vice President Finance,
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                    Page 23

<PAGE>

EXHIBIT INDEX

(31)(1)  Certification of Chief Executive Officer pursuant to Section302 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.



                                    Page 24