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                                  EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, James Marvin, certify that:

           1. I have reviewed this quarterly report on Form 10-QSB of Marketing
           Worldwide Corporation

           2. Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this quarterly report;

           3. Based on my knowledge, the financial statements, and other
           financial information included in this quarterly report, fairly
           present in all material respects the financial condition, results of
           operations and cash flows of the registrant as of, and for, the
           periods presented in this quarterly report;

           4. The registrant's other certifying officers and I are responsible
           for establishing and maintaining disclosure controls and procedures
           (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the
           registrant and we have:

           a) designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this quarterly report is being prepared;

           b) evaluated the effectiveness of the registrant's disclosure control
           and procedures and presented in this quarterly report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this quarterly report based on
           such evaluation; and

           c) disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrant's fourth
           fiscal quarter in the case of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting; and

           5) The registrant's other certifying officer(s) and I have disclosed,
           based on our most recent evaluation of internal control over
           financial reporting, to the registrant's auditors and the audit
           committee of the registrant's board of directors (or persons
           performing the equivalent functions):

           a) all significant deficiencies and material weaknesses in the design
           or operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

           b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal control over financial reporting.


Date: May 24, 2006


/S/ JAMES MARVIN
------------------------
James Marvin
Chief Financial Officer

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