<PAGE>

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

                           FORM 10-QSB/A (RESTATEMENT)

                                 Amendment No. 2


                                   (Mark One)

         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                  JUNE 30, 2005

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                  April 1, 2005 TO June 30, 2005.

                        Commission file number 333-46682


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


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


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

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                              Class A Common Stock,
                                $ .001 Par Value

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

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

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




<PAGE>
<TABLE>
<S>     <C>

                                   MARKETING WORLDWIDE CORPORATION


                               Quarterly Report on Form 10-QSB/A for the
                                Quarterly Period Ending June 30, 2005


                                          Table of Contents

PART I.  FINANCIAL INFORMATION

           Item 1.    Financial Statements (Unaudited)

                      Condensed Consolidated Balance Sheet:                                     4
                            June 30, 2005 (unaudited)

                      Condensed Consolidated Statements of Income (unaudited):                  5
                           Three and Nine Months Ended June 30, 2005 and 2004

                      Condensed Consolidated Statement of Stockholder Equity                    6
                           (unaudited): Nine Months Ended June 30, 2005

                      Condensed Consolidated Statements of Cash Flows (unaudited):              7
                           Nine Months Ended  June 30, 2005 and 2004

                      Notes to Condensed Consolidated Financial Statements                      8
                           (unaudited): June 30, 2005

           Item 2.    Management Discussion and Analysis                                       16

           Item 3.    Controls and Procedures                                                  20


PART II. OTHER INFORMATION

           Item 1.    Legal Proceedings                                                        19

           Item 2.    Changes in Securities                                                    19

           Item 3.    Defaults Upon Senior Securities                                          19

           Item 4.    Submission of Matters to a Vote of Security Holders                      19

           Item 5.    Other Information                                                        19

           Item 6.    Exhibits                                                                 22


                                                  2


<PAGE>

ITEM 1.  FINANCIAL STATEMENTS


This Form 10-QSB/A Amendment No. 2 (the "Amendment") is being filed for the
purpose of amending Form 10-QSB/A for the quarterly period ended June 30, 2005,
that was originally filed with the Securities and Exchange Commission on May 15,
2006 This Amendment is being filed to modify the disclosures (Part I, Note A and
E) relating to the Company's adoption of FIN 46-R effective January 1, 2005.
While we are amending only a certain portion of our Form 10-QSB, for convenience
and ease of reference, we are filing the entire Form 10-QSB.


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


                                        3




<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents                                            $  282,202
Accounts receivable, net                                                941,533
Inventories                                                             935,388
Other current assets                                                    513,855
                                                                     ----------
TOTAL CURRENT ASSETS                                                  2,672,978
Property, plant and equipment, net                                    1,767,518
Other assets, net                                                           612

TOTAL ASSETS
                                                                     $4,441,108
LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                        $  557,652
Current portion of capital lease obligations                             14,409
Accounts payable                                                        956,660
Notes payable - related parties                                           7,031
Other current liabilities                                               133,183
                                                                     ----------

TOTAL CURRENT LIABILITIES                                             1,668,935

Notes Payable - long term portion                                     1,563,986
Capital leases - long term portion                                       30,997
Deferred tax liability - long term portion                               30,361
                                                                     ----------

TOTAL LIABILITIES                                                     3,294,279
                                                                     ----------

Minority Interest                                                    $  185,930

Stockholders equity:
Preferred stock - $0.001 par value, 10,000,000 shares authorized:
shares issued and outstanding - 0                                            --
Common stock - $0.001 per value, 100,000,000 shares authorized:
11,051,995 shares issued and outstanding at June 30, 2005                11,052
Additional paid-in capital                                              777,248
Retained earnings                                                       172,599
                                                                     ----------

TOTAL STOCKHOLDERS EQUITY                                               960,899
                                                                     ----------

TOTAL LIABILITY AND EQUITY                                           $4,441,108
                                                                     ==========

              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                        4



<PAGE>

                                           MARKETING WORLDWIDE CORPORATION
                                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                      (UNAUDITED)

                                                          Nine Months Ended                    Three Months Ended
                                                              June 30,                             June 30,

                                                       2005               2004              2005               2004
                                                  ------------       ------------       ------------       ------------
Sales                                             $  5,751,291       $  5,387,515       $  2,254,196       $  1,647,393

Cost of sales                                        4,304,091          3,809,403          1,673,065          1,179,355
                                                  ------------       ------------       ------------       ------------
Gross profit                                         1,447,200          1,578,112            581,131            468,038

Operating Expenses
Selling, general and administrative expenses         1,192,343          1,160,532            442,007            329,498
                                                  ------------       ------------       ------------       ------------

Total Operating Expenses                             1,192,343          1,160,532            442,007            329,498

Income from operations                                 254,857            417,580            139,124            138,540

Interest expense                                        66,839             31,841             30,422             12,416
Other (income)                                          (1,010)           (12,385)            (6,673)            (1,585)
                                                  ------------       ------------       ------------       ------------

Income before income taxes                             189,028            398,124            115,375            127,709

Provision for income taxes                              57,247            150,600             33,099             53,300
                                                  ------------       ------------       ------------       ------------

Income before Minority Interest                        131,781                 --             82,276                 --

Minority Interest                                       24,543                 --             12,598                 --

Net Income                                        $    107,238       $    247,524       $     69,678       $     74,409
                                                  ============       ============       ============       ============
Earnings per share
          Basic                                   $        .01       $       0.03       $        .01       $       0.01
                                                  ============       ============       ============       ============

          Diluted                                 $        .01       $       0.03       $        .01       $       0.01
                                                  ============       ============       ============       ============

Weighted average common stock outstanding
          Basic                                     11,218,662          8,892,444         11,185,328         10,004,000
                                                  ============       ============       ============       ============
          Diluted                                   11,449,431         10,031,333         11,416,097         11,254,000
                                                  ============       ============       ============       ============

                                See accompanying footnotes to the unaudited condensed
                                          consolidated financial statements

                                                         5


<PAGE>

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

                                                                   Nine Months Ended
                                                                        June 30,
                                                                 2005              2004
                                                             -----------       -----------
Cash flows from operating activities:

Net cash provided by  (used in) operating activities              87,727          (368,788)
                                                             -----------       -----------
Net cash used  in investing activities                          (164,659)           14,087
                                                             -----------       -----------

Net cash used in financing activities                           (172,976)          472,401
                                                             -----------       -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (249,908)          117,700

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

Cash and cash equivalents at the end of period               $   282,202       $   342,517
                                                             ===========       ===========
Supplemental Disclosures of Cash Flow Information:           $    66,839
Interest paid in cash

Taxes paid in cash                                           $     6,000

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

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

Net assets assumed upon adoption of variable interest
entity (VIE) consolidation                                   $   185,930

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


Common stock issued in exchange for consulting services      $    26,790
Common stock issued in exchange for consulting services      $   130,000       $   130,000
                                                             ===========       ===========

</TABLE>

                     See accompanying footnotes to the unaudited condensed
                                 consolidated financial statements

                                               6


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three months and nine month
period ended June 30, 2005, are not necessarily indicative of the results that
may be expected for the year ended September 30, 2005. The unaudited condensed
consolidated financial statements should be read in conjunction with the
September 30, 2004 financial statements and footnotes thereto included in the
Company's SEC Form 10KSB.


Restatement
-----------
The accompanying financial statements as of June 30, 2005 and for the three and
nine month periods ended June 30, 2005 have been restated to reflect the
adoption of FIN 46-R as of January 1, 2005.

The result of the restatement is to increase the assets by $1,459,046, increase
liabilities by $1,273,116 and establish a minority interest of $185,930 as of
June 30, 2005 and to increase the income before minority interest of $12,598 and
$24,543 for the three and nine months periods ended June 30, 2005, respectively,
as a result of the adoption of FIN No. 46 as of January 1, 2005. The changes in
reported amounts are summarized as in Note E.


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

The consolidated financial statements include the accounts of the Registrant and
its wholly-owned subsidiary, Marketing Worldwide LLC. Effective January 1, 2005,
the consolidated financial Statements also include a variable interest entity
(VIE) of which the LLC is the primary beneficiary as further described in Note
C. All significant inter-company transactions and balances, including those
involving the VIE, have been eliminated in consolidation.

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

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

The first construction loan was converted into mortgage loans on June 6, 2005
and on June 30, 2005, the balance of the JCMD Properties LLC mortgage loan with
Key Bank National Association was $758,756. The mortgage note payable has been
collateralized by the substantially all of the Company's assets. The balance of
the second construction loan will be converted into a mortgage loan with Key
Bank and subsequently converted again into a SBA loan. The balance of the
construction loan on June 30, 2005 was $611,600.

                                        7


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)


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

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

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

In May 2005 the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3. SFAS 154 requires retrospective application to
prior periods financial statements for changes in accounting principle, unless
it is impracticable to determine either the period-specific effects or the
cumulative effect of the change. SFAS 154 also requires that retrospective
application of a change in accounting principle be limited to the direct effects
of the change. Indirect effects of a change in accounting principle, such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change, should be recognized in the period of the accounting change. SFAS 154
also requires that a change in depreciation, amortization, or depletion method
for long-lived, non-financial assets be accounted for as a change in accounting
estimate affected by a change in accounting principle. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting changes and
corrections of errors made in fiscal years beginning after the date this
Statement is issued. The Company does not expect the adoption of this SFAS to
have a material impact on its consolidated financial position, results of
operations or cash flows.

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


                                        8



<PAGE>


                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


New Accounting Pronouncements (continued)
-----------------------------------------
The Company will adopt Statement 123(R) on October 1, 2005; however, management
is still evaluating which method to adopt.

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

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

                                        9



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE B - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of June 30, 2005,
the Company has issued and outstanding 11,051,955 shares of common stock. As of
June 30, 2005, the Company has no issued and outstanding shares of preferred
stock.


NOTE C - STOCK OPTIONS AND WARRANTS

During the Nine Months Ended June 30, 2005 the Company did not grant any
compensatory stock options and warrants to non-employees. Accordingly no
compensation costs were charged to operations during the Nine Months Ended June
30, 2005.


Stock Options
-------------
The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of June 30, 2005:

<TABLE>
                                   Options Outstanding                                   Options Exercisable
                                   -------------------                                   -------------------

                                              Weighted Average          Weighed                          Weighted
                             Number        Remaining Contractual        Average          Number          Average
Exercise Prices          Outstanding            Life (Years)         Exercise Price   Exercisable    Exercise Price
---------------          -----------            ------------         --------------   -----------    --------------
<S>       <C>               <C>                      <C>                   <C>           <C>              <C>
          $1.00             250,000                  3.50                  $1.00         250,000          $1.00
          -----             -------                  ----                  -----         -------          -----

                            250,000                  3.50                  $1.00         250,000          $1.00
                            =======                  ====                  =====         =======          =====

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

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

Outstanding at October 1, 2004                               250,000               $1.00
             Granted                                              -                    -
             Exercised                                            -                    -
             Canceled or expired                                  -                    -
                                                             -------               -----
Outstanding at June 30, 2005                                 250,000               $1.00
                                                             =======               =====

                                       10



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE C - STOCK OPTIONS AND WARRANTS (CONTINUED)


Warrants
--------
The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of June 30, 2005:

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

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

         $0.50             1,000,000                 3.50                  $0.50       1,000,000            $0.50
         -----             ---------                 ----                  -----       ---------            -----

                           1,000,000                 3.50                  $0.50       1,000,000            $0.50
                           =========                 ====                  =====       =========            =====

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

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

Outstanding at October 1, 2004                             1,000,000                 $0.50
             Granted                                              -                     -
             Exercised                                            -                     -
             Canceled or expired                                  -                     -
                                                           ---------                 -----
Outstanding at June 30, 2005                               1,000,000                 $0.50
                                                           =========                 =====
</TABLE>


                                       11



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE D - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

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

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

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

The balance of the JCMD Properties LLC construction loan with KeyBank National
Association was converted into a mortgage loan with KeyBank on June 6, 2005. On
June 30, 2005 the balance of the loan was $758,756. and the mortgage note
payable has been be collateralized by substantially all of the Company's assets.
The balance of the 2nd construction loan on June 30, 2005 was $611,600 and this
loan will also be converted into a mortgage loan with KeyBank and subsequently
converted again into a SBA loan.

Included in the Company's consolidated balance sheet at June 30, 2005 are the
following net assets of JCMD:

                                       12



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

ASSETS (JCMD)
   Cash and cash equivalents                                          $   85,372
   Accounts Receivable, prepaid expenses and other current assets        109,690
                                                                      ----------

   Total current assets                                                  195,062

   Property and equipment, net of accumulated depreciation            $1,361,224
   of $16,121

   Other assets                                                       $1,556,286
                                                                      ----------
LIABILITIES
   Current portion of long-term debt                                  $1,370,356
   Accounts Payable and accrued liabilities                           $       --
                                                                      ----------
   Total current liabilities                                          $1,370,356

   Long-term debt                                                     $       --

Total liabilities                                                     $1,370,356
                                                                      ----------

Net assets                                                            $  185,930


Consolidated results of operations include the following:
   Revenues - Real Estate                                             $   74,700

   Costs and expenses - Real Estate
         Operating Expenses                                                  387
         Depreciation and amortization                                    15,000
         Interest                                                         34,771
                                                                      ----------
         Total costs and expenses - Real Estate (FIN 46)                  50,158
                                                                      ----------

         Operating Income Real Estate                                 $   24,542
                                                                      ==========


NOTE E - RESTATEMENT OF FINANCIALS

The Company has restated its condensed consolidated balance sheet and statement
of operations for the period ended June 30, 2005 to reflect the adoption of FIN
46-R as of January 1, 2005.


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

         o        Increase the Company's reported assets as of June 30, 2005 by
                  $1,459,046 from $2,982,062 to $4,441,108.

         o        Increase the Company's reported liabilities as June 30, 2005
                  by $1,273,116 from $2,021,163 to $3,294,279.

         o        Increase the Company's reported net income before minority
                  interest for the period ended June 30, 2005 by $24,545 from
                  $107,239 to $131,781.

                              13



<PAGE>

<TABLE>
                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------


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

                                                                             June 30, 2005
                                                                             -------------
                                                                      (As Restated)   (As Reported)
                                                                      -------------   -------------
<S>                                                                    <C>             <C>
Current assets:
Cash and cash equivalents                                              $  282,202      $  196,830
Accounts receivable, net                                                  941,533         929,083
Inventories                                                               935,388         935,388
Other current assets                                                      513,855         513,855
                                                                       ----------      ----------
TOTAL CURRENT ASSETS                                                    2,672,978       2,575,156

Property, plant and equipment, net                                      1,767,518         406,294
Other assets, net                                                             612             612
                                                                       ----------      ----------
Total Assets                                                           $4,441,108       2,982,062
                                                                       ==========      ==========

LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                          $  557,652      $  557,652
Current portion of capital lease obligations                               14,409          14,409
Accounts payable                                                          956,660         956,660
Notes payable - related parties                                             7,031         104,271
Other current liabilities                                                 133,183         133,183
                                                                       ----------      ----------
TOTAL CURRENT LIABILITIES                                               1,668,935       1,766,175

Notes Payable - long term portion                                       1,563,986         193,630
Capital leases - long term portion                                         30,997          30,997
Deferred tax liability - long term portion                                 30,361          30,361
                                                                       ----------      ----------
TOTAL LIABILITIES                                                       3,294,279       2,021,163
                                                                       ----------      ----------
Minority Interest  (VIE)                                                  185,930              --
                                                                       ----------      ----------
Stockholders equity:
Preferred stock - $0.001 par value, 10,000,000 shares authorized:
shares issued and outstanding - 0                                              --              --
Common stock - $0.001 per value, 100,000,000 shares authorized:
11,051,995 shares issued and outstanding at June 30, 2005                  11,052          11,052
Additional paid-in capital                                                777,248         777,248
Retained  earnings                                                        172,599         172,599
                                                                       ----------      ----------

TOTAL STOCKHOLDERS  EQUITY                                                960,899         960,899
                                                                       ----------      ----------

Total Liability and Equity                                             $4,441,108      $2,982,062
                                                                       ==========      ==========


                                           14



<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------


Following are reconciliations of the Company's restatement of the Condensed
Consolidated Statement of Operations for the periods ended June 30, 2005.

                                                  Three Months                        Nine Months
                                                  ------------                        -----------
                                               Ended June 30, 2005                 Ended June 30, 2005
                                               -------------------                 -------------------
                                         (As Restated)   (As Reported)      (As Restated)       (As Reported)
                                         -------------   -------------      -------------       -------------

Revenues                                     2,254,196         2,254,196           5,751,291          5,751,291
Cost of sales                                1,673,065         1,673,065           4.304,091          4.304,091
Gross Profit                                   581,131           581,131           1,447,200          1,447,200
Operating Expenses:
Selling, General & Administrative              442,007           471,745           1,192,343          1,251,656
Total Operating expenses                       442,007           471,745           1,192,343          1,251,656
Income from Operations                         139,124           109,386             254,857            195,544
Interest Expense                                30,422            13,282              66,839             32,069
Other Expense(Income)                          (6,673)           (6,673)             (1,010)            (1,010)
Income before Taxes                            115,375           102,777             189,028            164,485
Income Taxes Provision                          33,099            33,099              57,247             57,247
Income Before Minority Interest                 82,276            69,678             131,781           107,238
Minority interest                               12,598                --              24,543                 --
Net Income                                      69,678            69,678             107,238            107,238
Earnings per common share (basic and
diluted)                                            --                --                  --                 --
Weighted Average Common Shares
Outstanding                                 11,185,328        11,185,328          11,218,662         11,218,662
`

</TABLE>


NOTE F - SUBSEQUENT EVENT

The Company has a renewed its credit facility with a bank with a maximum
borrowing limit of $750,000 to expire on February 30, 2006. 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.

                                       15



<PAGE>

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

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

BUSINESS OVERVIEW

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

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

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

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.

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

INVENTORY MANAGEMENT

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

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

                                       16


<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the nine months ended June 30, 2005, cash flow
provided by operations amounted to $87,727. The cash was used for new program
Development and general operational activities.

INVESTING ACTIVITIES. During the nine months ended June 30, 2005, cash flow used
in investing activities amounted to $164,659. The cash was used for Tooling and
fixtures for new programs.

FINANCING ACTIVITIES. During the nine months ended June 30, 2005, cash flow used
by financing activities amounted to $172,976 which was primarily from the use of
our Key Bank credit line facility.

MWW currently has a $750,000 line of credit, which is used to fund seasonal
working capital requirements and other financing needs. On March 1, 2005, MWW
entered into an asset based loan agreement with Key Bank N.A. to borrow up to
$750,000 (the "Loan"). This credit line is due on February 1, 2006. MWW pledged
all of its inventory, equipment, accounts, chattel paper, instruments, and
letters of credit, documents, deposit accounts, investment property, money,
rights to payment and general intangibles to secure the Loan further, Mr.
Winzkowski and Mr. Marvin each executed a commercial guaranty for an unlimited
amount in favor of Key Bank N.A. 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.

Direct borrowings under our revolving credit facility bear interest at a rate of
prime less 1/4%, which is currently 6%. Borrowings are collateralized by
substantially all of our assets, including accounts receivable, inventory and
fixed assets. The balance of this loan as of June 30, 2005 is $550,333

Based on the application of FIN 46-R the Company is consolidating its financials
with those of JCMD Properties LLC. On June 6, 2005, JCMD Properties LLC entered
into a ten-year mortgage note payable in the amount of $758,756 with KeyBank
National Association. The terms of the loan require monthly principal and
interest payments. Interest charged to the unpaid principal balance is at a rate
of .25 percentage points under the Key Bank's announced Prime Rate. The mortgage
note payable is collateralized by the substantially all of the Company's assets.
The second construction loan with a balance of $611,600_on June 310, 2005 will
also be converted into a mortgage note and subsequently into a SBA Loan.

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

MWW is the maker of an unsecured 11.5% interest bearing promissory note (the
"11.5% Note") in the principal amount of $130,000 that matures on January 31,
2007. The "11.5% Note is payable to TWM Trading, an overseas company. MWW has a
satisfactory relationship with TWM Trading, the holder of the 11.5% Note.

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

Management believes that available cash, the line of credit, and cash generated
from operations will be adequate to fund MWW's capital requirements for the
foreseeable future. Management has disclosed plans to seek additional capital
through the selling of securities after the companies securities have been
approved for trading, to be used for general corporate purposes.

INTERIM RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2005 TO THE THREE MONTHS ENDED June
30, 2004.

SALES. Net sales in the third quarter of 2005 were $ 2,254,196, an increase of
$606,803, or 36.8%, compared to $1,647,393, in the third quarter of 2004.
Contributing to the sales increase was higher volume associated with the
expansion of the Seat Heater product line the launch of the Tacoma Exhaust
system program and our recently launched TMMC Matrix component supply program
directly to Toyota Canada.

GROSS MARGINS. Gross margins for the third quarter reflected a slight decrease
to 25.7% from 28.4%, due to product sales mix, higher Research and Development
cost and higher purchasing cost of raw components abroad and in the US.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $112,509 to $442,007 in the third quarter
of 2005, compared to $329,498 in the third quarter of 2004. This increase was
primarily due to an increase in administrative and sales expenses, caused by new
hiring, costs associated with facility relocation and the addition of new
programs.
                                       17


<PAGE>

OPERATING INCOME. Operating income increased by $584 to $139,124 in the third
quarter of 2005, compared to $138,540 in the third quarter of 2004. This
increase was primarily due to the overall increase in sales as discussed above
offset by a reclassification of lease expense to interest expense based on the
application of FIN 46.

OTHER INCOME (EXPENSE), NET. Other income, net, increased primarily due to Gains
in inventory.

INTEREST EXPENSE. Interest expense increased to $30,422 in the third quarter of
2005 compared to the same period in 2004, due to the higher average interest
rates. The increased interest amount was caused by an increase in the prime rate
for MWW's credit line and the increase in additional borrowings. MWW's portion
of the total interest amount was $13,282 and JCMD was $17,140 for the three
months ended June 30, 2005.

Based on MWW's anticipated growth and the resulting continued need for
financing, it is anticipated that interest costs will continue to increase in
the future


COMPARISON OF NINE MONTHS ENDED JUNE 30, 2005 TO THE NINE MONTHS ENDED JUNE 30,
2004.

SALES. Consolidated net sales in the nine months ended June 30, 2005 were
$5,751,291, an increase of $363,776 or 6%, compared to $5,387,515 during the
nine months ended June 30, 2004.The increase of 6% is largely attributed to MWW
efforts to sell additional accessory programs to existing customers. In the nine
months ended June 30, 2005, we sold the new Tacoma Exhaust System program and
increased sales of Seat Heaters, Matrix Spoilers and exhaust systems to our
existing customers. Selling additional accessory programs is part of MWW's
routine business conduct. Our management and representatives on a routine basis
visit and meet with our existing and potential new customers to introduce new
products and seek opportunities for increasing sales of existing products.
Routinely, management revisits sales forecasts of current products with
customers and discusses marketing campaigns at the customer and dealer level
with the vehicle processing centers in an effort to increase sales.

GROSS MARGINS. Gross margins for the nine months ended June 30, 2005 reflected a
decrease to 25% from 29%, due to product sales mix with a concentration in
product sales with lower profit margins combined with currently higher
purchasing cost of raw components abroad (Japan) and in the US, partially based
on the weak U.S. currency. Further declines in the value of the U.S. dollar may
have a material effect on the Company's financial condition and results of
operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $31,811 to $1,192,343 in the nine months
ended June 30, 2005, compared to $1,160,532 in the nine months ended June 30,
2004. This increase was primarily due to an increase in salaries and wages,
travel, and other general expenses offset by a reclassification of lease expense
to interest expense based on the application of FIN 46 in the 2nd quarter of
2005.

OPERATING INCOME. Operating income decreased by $162,723 to $254,857 in the nine
months ended June 30, 2005, compared to $417,580 in the nine months ended June
30, 2004. This decrease was primarily due to the overall increase in materials
and administrative costs, higher Research and Development and product sales mix
offset by a reclassification of lease expense to interest expense based on the
application of FIN 46. Moreover, the Company was not operating at full capacity
due because Toyota Motor Corporation of Japan delayed the introduction of
certain new models and body styles which caused delays in the purchase decisions
of MWW's customers. As noted above, these events are beyond management's control
and can cause material changes to the Company's financial condition, cash flows,
and operations during a particular accounting period.

INTEREST EXPENSE. Interest expense increased by $ 32,998 for the nine months
ended June 30, 2005 compared to the same period in 2004, The increased interest
amount was caused by an increase in the prime rate for MWW's credit line and the
additional interest expense arising out of the consolidation of the JCMD
property for purposes of this financial statement based on FIN46, effective
January 1, 2005. For the nine months ended June 30, 2005, MWW's portion of the
total interest amount was $30,069 and JCMD was $34,770.

Based on MWW's anticipated growth and the resulting continued need for
financing, it is anticipated that interest costs will continue to increase in
the future.

                                       18


<PAGE>

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.

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

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

STOCK BASED COMPENSATION In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment
of SFAS 123." This statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
charge to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in APB Opinion No. 25 and related
interpretations.

Accordingly, compensation expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the exercise price of the related option. The Company has adopted the
annual disclosure provisions of SFAS No. 148 in its financial reports for the
quarter ended September 30, 2003. The Company has no awards of stock-based
employee compensation outstanding at March 31, 2005 and 2004.

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

                                       19


<PAGE>

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
June 30, 2005, the allowance for sales returns totaled $0.

Similarly, our management must make estimates of the uncollectability of our
accounts receivables. Management specifically analyzes accounts receivable and
analyzes historical bad debts, customer concentrations, customer
credit-worthiness, current economic trends and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. At
June 30, 2005, there were no determined requirements for the allowance for
doubtful accounts. This is based on the fact that the company has never had to
account for a bad debt.

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

Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets. At June 30, 2005, we had
an income tax expense provision of approximately $57,247. The valuation is based
on our estimates of taxable income by jurisdiction in which we operate.

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.


ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of June 30, 2005, the
Company's management carried out an evaluation, under the supervision of the
Company's Chief Executive Officer and the Chief Financial Officer of the
effectiveness of the design and operation of the Company's system of disclosure
controls and procedures pursuant to the Securities and Exchange Act, Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective, as of the date of their
evaluation, for the purposes of recording, processing, summarizing and timely
reporting material information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

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

                                       20


<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no current legal proceedings

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

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

ITEM 5.  OTHER INFORMATION

                                       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)(9)  Employment Agreement with Greg Green ****

(10)(10) Real Property Lease Agreement for 11224 Lemen Road, Suite A ****

(10)(11) Real Property Lease Agreement for 11236 Lemen Road ****

(10)(12) Supplier and Warranty Agreement ****

(10)(13) Business Loan Agreement April 4, 2005 with KeyBank N.A. ******

(21)     Subsidiaries of Registrant *

(31)(1)  Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

(31)(2)  Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

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

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

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

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

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

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

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

******   previously filed on April 15, 2005 as part of the Form 10Q-SB of
         Marketing Worldwide Corporation SEC File 0-50586 Accession Number
         0001019687-05-001392.

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<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                         Marketing Worldwide Corporation
                                  (Registrant)


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


                                       23