<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 JUNE 30, 2006

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM APRIL 1, 2006 TO
                                 JUNE 30, 2006.

                        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 August 6, 2006 the Registrant had 11,051,995 shares of common stock
                             issued and outstanding.

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



<PAGE>

                         MARKETING WORLDWIDE CORPORATION

                     Quarterly Report on Form 10-QSB for the
                      Quarterly Period Ending June 30, 2006

                                Table of Contents


PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheet:                        4
                  June 30, 2006 (unaudited)

                  Condensed Consolidated Statements of Income (unaudited):     5
                  Three Months and Nine Month Ended June 30, 2006 and 2005

                  Condensed Consolidated Statements of Cash Flows (unaudited): 6
                  Nine Months Ended June 30, 2006 and 2005

                  Notes to Condensed Consolidated Financial Statements         7
                  (unaudited): June 30, 2006

         Item 2.  Management Discussion and Analysis                          13

         Item 3. Controls and Procedures                                      18

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                                                    19


                                        2


<PAGE>

ITEM 1. FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements for the
three months and nine months ended June 30, 2006 and 2005 have been prepared by
Marketing Worldwide Corporation, a Delaware corporation.


                                        3


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                   (Unaudited)
                                  June 30, 2006

ASSETS
Current assets:
Cash and cash equivalents                                            $   30,132
Accounts receivable, net                                              1,377,546
Inventories                                                           1,154,986
Other current assets                                                    196,166
                                                                     ----------
TOTAL CURRENT ASSETS                                                  2,758,830

Property, plant and equipment, net                                    2,164,539

Other assets, net                                                       506,257
                                                                     ----------

Total Assets                                                         $5,429,626
                                                                     ==========
LIABILITIES STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of Credit                                                  $1,000,000
Notes payable - current portion                                          37,224
Capital lease obligations - current portion                              48,241
Accounts payable                                                      1,270,746
Notes payable - related parties                                           7,030
Other current liabilities                                               136,899
                                                                     ----------
TOTAL CURRENT LIABILITIES                                             2,500,140

Notes payable - long term portion                                     1,456,401
Capital lease obligations - long term portion                           125,370
Deferred tax liability - long term portion                               30,361
                                                                     ----------

TOTAL LIABILITIES                                                     4,112,272
                                                                     ----------

Minority Interest                                                       201,600
                                                                     ----------

Stockholders' equity:
Preferred stock - $0.001 par value, 10,000,000 shares authorized:
shares issued and outstanding - 0                                            --
Common stock - $0.001 par value, 100,000,000 shares authorized:
11,051,995 shares issued and outstanding at June 30, 2006                11,052
Additional paid-in capital                                              777,248
Retained earnings                                                       327,454
                                                                     ----------
TOTAL STOCKHOLDERS EQUITY                                             1,115,754
                                                                     ----------

Total Liability and Equity                                           $5,429,626
                                                                     ==========


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements

                                        4


<PAGE>

<TABLE>
                                      MARKETING WORLDWIDE CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                (UNAUDITED)

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

                                                    2006           2005            2006           2005
                                                ------------   ------------    ------------   ------------
<S>                                             <C>            <C>             <C>            <C>
Sales                                           $  6,595,329   $  5,751,291    $  2,381,587   $  2,254,196

Cost of sales                                      4,887,855      4,304,091       1,737,907      1,673,065
                                                ------------   ------------    ------------   ------------
Gross profit                                       1,707,473      1,447,200         643,680        581,131

Operating Expenses:
Selling, general & administrative expenses         1,411,143      1,192,343         494,532        442,007
                                                ------------   ------------    ------------   ------------

Total Operating Expenses                           1,411,143      1,192,343         494,532        442,007

Income from operations                               296,330        254,857         149,148        139,124

Interest expense                                     106,306         66,839          42,327         30,422
Other expense (income)                                10,332         (1,010)         10,736         (6,673)
                                                ------------   ------------    ------------   ------------

Income before income taxes                           179,692        189,028          96,085        115,375

Provision for income taxes                            52,430         57,247          32,300         33,099
                                                ------------   ------------    ------------   ------------

Income before minority interest                      127,262        131,781          63,785         82,276

Minority interest                                     34,898         24,543           5,184         12,598
                                                ------------   ------------    ------------   ------------

Net income                                      $     92,364   $    107,238    $     58,601   $     69,678
                                                ============   ============    ============   ============
Earnings per share
          Basic                                 $        .01   $        .01    $        .01   $        .01
                                                ============   ============    ============   ============

          Diluted                               $        .01   $        .01    $        .01   $        .01
                                                ============   ============    ============   ============

Weighted average common stock outstanding
          Basic                                   11,051,995     11,218,662      11,051,995     11,185,328
                                                ============   ============    ============   ============

          Diluted                                 12,301,995     11,449,431      12,301,995     11,416,097
                                                ============   ============    ============   ============


                           See accompanying footnotes to the unaudited condensed
                                     consolidated financial statements

                                                     5
</TABLE>


<PAGE>

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

                                                                  Nine Months Ended
                                                                       June 30

                                                                 2006            2005
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash flows from operating activities:

Net cash (used in) provided by operating activities          $   (133,279)   $     87,727
                                                             ------------    ------------
Net cash used in investing activities                            (388,912)       (164,659)
                                                             ------------    ------------

Net cash provided by (used in) financing activities               364,727        (172,976)
                                                             ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                        (157,464)       (249,908)

Cash and cash equivalents at the beginning of period              187,596         532,110
                                                             ------------    ------------

Cash and cash equivalents at the end of period               $     30,132    $    282,202
                                                             ============    ============
Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                        $    106,306    $     66,839
                                                             ============    ============

Taxes paid in cash                                           $      6,686    $      6,000
                                                             ============    ============

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

Fixed assets purchased against capital leases                $     32,325    $     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        $  1,363,626    $  1,370,356
                                                             ============    ============


Common Stock returned in exchange for
consulting services                                          $          0    $   (130,000)
Common Stock issued in exchange for consulting services      $          0    $     26,790
                                                             ============    ============


 See accompanying footnotes to the unaudited condensed consolidated financial statements

                                            6
</TABLE>


<PAGE>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the nine months period ended June
30, 2006, are not necessarily indicative of the results that may be expected for
the year ended September 30, 2006. The unaudited condensed consolidated
financial statements should be read in conjunction with the September 30, 2005
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
E. 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 construction loans have been converted into two mortgage loans. On July 13,
2006, the balance of the JCMD Properties LLC mortgage loan with Key Bank
National Association was $745,832. The mortgage note payable has been
collateralized by the substantially all of the Company's assets. The balance of
the second construction loan was converted into a mortgage loan with Key Bank
and subsequently converted again into a SBA loan. The balance of the SBA loan on
July 13, 2006 was $617,794.

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.


                                        7


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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, 2006. 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 period's 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.

On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain Hybrid
Instruments," which amends SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." SFAS 155 allows financial
allows financial instruments that have embedded derivatives to be accounted for
as a whole (eliminating the need to bifurcate the derivative from its host) if
the holder elects to account for the whole instrument on a fair value basis.
SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS
140. This statement is effective for all financial instruments acquired or
issued in fiscal years beginning after September 15, 2006. The Company does not
expect its adoption of this new standard to have a material impact on its
financial position, results of operations or cash flows.

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing
of Financial Assets - an amendment to FASB Statement No. 140. Statement 156
requires that an entity recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
service contract under certain situations. The new standard is effective for
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.


                                        8


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE B - NOTES PAYABLE

During December 2005, the Company entered into a new capital lease obligation
totaling $105,703 which provided financing for the purchase of a Pro Mix paint
system. The Terms are 36 month Capital Lease with Key Bank, first installment
due November 10th 2005, with monthly payments of $3,236.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of June 30, 2006,
the Company has issued and outstanding 11,051,995 shares of common stock. As of
June 30, 2006, the Company has no issued and outstanding shares of preferred
stock.

NOTE D - STOCK OPTIONS AND WARRANTS

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.

The adoption of SFAS No. 123(R) on January 1, 2006 had no impact on our net
income or basic and diluted earnings per share for the three months ended June
30, 2006.

The following table illustrates the effect on net income and earnings per share
for the first quarter of 2005, if we had applied the fair value recognition
provisions of SFAS No. 123(R) to all stock-based compensation granted under
equity award plans for awards granted prior to June 30, 2005.

<TABLE>
                                                                       Nine Months   Three Months
                                                                          Ended         Ended

<S>                                                                    <C>           <C>
Net income available to common stockholders as reported                $   107,238   $    69,678
                                                                       -----------   -----------

Total stock option expense determined under fair value base method               -             -

Pro forma net income                                                   $   107,238   $    69,678
                                                                       -----------   -----------
      Net income per common share as reported:
        Basic and diluted                                                      .01           .01
                                                                       -----------   -----------
     Net income per common share pro forma:
        Basic and diluted                                                      .01           .01
                                                                       -----------   -----------
</TABLE>

The Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
our employee stock options have characteristics significantly different from
those of traded options and because changes in the subjective input assumptions
can materially affect the fair value estimate, in our opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
our employee stock options.

During the Three Months Ended June 30, 2006 the Company did not grant any
compensatory stock options and warrants to non-employees. Accordingly no
compensation costs were charged to operations during the three months ended June
30, 2006.


                                        9


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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, 2006:

<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>
           $ 1.00            250,000                2.5               $ 1.00        250,000        $ 1.00
                            --------               -----              -------       --------       -------
                             250,000                2.5               $ 1.00        250,000        $ 1.00
                            ========               =====              =======       ========       =======
</TABLE>

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, 2006             250,000          $   1.00
                                            =========         ========


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, 2006 :

<TABLE>
                                Warrants Outstanding                               Warrants Exercisable
                                --------------------                               --------------------

                                          Weighted Average         Weighed                        Weighted
                            Number     Remaining Contractual       Average         Number          Average
   Exercise Prices      Outstanding         Life (Years)        Exercise Price   Exercisable    Exercise Price
   ---------------      -----------         ------------        --------------   -----------    --------------
<S>                      <C>                    <C>                 <C>         <C>                <C>
   $0.50                 1,000,000              2.5                 $0.50       1,000,000          $0.50
                         ---------              ----                -----       ---------          -----
                         1,000,000              2.5                 $0.50       1,000,000          $0.50
                         =========              ====                =====       =========          =====
</TABLE>

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, 2006              1,000,000               $0.50
                                             =========               =====


                                       10


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
          Notes to the Consolidated Financial Statements June 30, 2006

                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE E - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

On June 6, 2005 and August 8, 2005, the Company became the guarantor of a
Secured Loan Agreement between JCMD Properties LLC, an entity controlled by the
Company's Chief Executive and Chief Operating officers, respectively ("JCMD")
and a financial institution in connection with the financing of real property
and improvements ("property") owned by JCMD. Under the loan agreements, JCMD is
obligated to make periodic payments of principal repayments and interest. The
CEO, Mr. Winzkowski and the COO, Mr. Marvin have also both issued a personal
guarantee for these loans. The Company has no equity interest in JCMD or the
property. The property is leased to the Company under a long term operating
lease beginning on January 1, 2005.

Based on the terms of the lending agreement between 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 and nine months ended June 30,
2006 and the three and nine months ended June 30, 2005. JCMD's liabilities will
be satisfied from the cash flows of the JCMD's assets and revenues belonging to
JCMD.

Included in the Company's consolidated balance sheet at June 30, 2006 are the
following net assets of JCMD:


                                       11


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
          Notes to the Consolidated Financial Statements June 30, 2006

                                   (Unaudited)
--------------------------------------------------------------------------------

                                  ASSETS (JCMD)


Cash and cash equivalents                                             $   33,762
   Accounts Receivable, prepaid expenses and other current assets        172,240
                                                                      ----------

   Total current assets                                                  206,002

   Property and equipment, net of accumulated depreciation
   of $37,521                                                          1,339,824

   Other assets                                                           19,400
                                                                      ----------
Total Assets                                                          $1,565,226
                                                                      ----------
LIABILITIES
   Current portion of long-term debt                                  $   37,225
   Accounts Payable and accrued liabilities                                    0
                                                                      ----------
         Total current liabilities                                        37,225

   Long-term debt                                                      1,326,401
                                                                      ----------
Total liabilities                                                     $1,363,626
                                                                      ----------

Net assets                                                            $  201,600


Consolidated results of operations include the following:
   Revenues - Real Estate/other                                       $  124,915

   Costs and expenses - Real Estate
         Operating Expenses                                               15,520
         Depreciation and amortization                                    13,900
         Interest                                                         60,597
                                                                      ----------
         Total costs and expenses - Real Estate                           90,017
                                                                      ----------

         Operating Income Real Estate                                 $   34,898
                                                                      ==========


                                       12


<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-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 aggressively pursuing the
expansion of its client roster, in addition to its currently existing major
clients such as South East Toyota, Gulf States Toyota and Toyota Canada.

We have established initial relationships with several other major foreign and
domestic automobile manufacturers. We recently began to deliver an accessory
program for the Toyota Matrix directly to the Toyota Motor Manufacturing
Corporation assembly plant in Canada and we have recently delivered our first
accessory program to Kia Motors America. We are in various stages of seeking to
provide our accessory programs to other major foreign and domestic automobile
manufacturers such as Nissan, Subaru, Honda and Hyundai.

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
turns over rates are currently being implemented.


                                       13


<PAGE>

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 our manufacturers.

MWW has established strict rules for authorized warranty returns and placed
restrictions on the amounts customers can return and instituted a program so
that our management can improve on estimating potential future product returns.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the nine months ended June 30, 2006, cash flow used
in operation activities amounted to $133,279. The cash was used for program
development and general operating activities.

INVESTING ACTIVITIES. During the nine months ended June 30, 2006, cash flow used
in investing activities amounted to $388,912. The cash used for tooling and
fixtures for new programs and the purchase of a new vehicle.

On November 1, 2005, the Company entered into a loan receivable agreement in the
amount of $557,224 with one of its major suppliers. As per the terms of the
Agreement, the loan will be paid back at installments of $15,478 at the 1st of
every month, beginning at May 1, 2006 and ending at April 1, 2009. The loan
carries an interest rate of 8%. The loan is secured by all inventories,
equipment, appliances, furnishings and fixtures of this supplier.

FINANCING ACTIVITIES. During the nine months ended June 30, 2006 cash flow
provided by financing activities amounted to $364,727 which was primarily
derived from our Key Bank credit line facility.

MWW currently has a $1,150,000 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 was renewed on February 1, 2005 and was
again renewed for a period of one year on February 1, 2006. On April 21, 2006 we
have extended our asset based loan agreement with Key Bank, N.A. to now borrow
up to $1,150,000 (the "Loan"). The Loan matures on February 1, 2007.

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 personal 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,
2006 is $1,000,000.

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 $764,500 with KeyBank,
N.A. The terms of the loan require monthly principal and interest payments.
Interest charged to the unpaid principal balance is at a rate of 7.69 percent
and the mortgage note payable is collateralized by the substantially all of the
JMD's assets.

On August 8, 2005, JCMD Properties LLC entered into a mortgage note payable in
the amount of $611,600 with KeyBank National Association. Effective, October
2005, the $611,600 loan converted into a 20-year SBA loan of $630,000 (added SBA
fees) with a fixed interest rate of 5.16%, which results in a monthly payment of
$4,802.74.

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

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. This
loan has been assigned by TWM to Creative Marketing & Management Services, Inc
and has been extended to January 31,2008 under the same terms and conditions.
MWW has a satisfactory relationship with CMMS.


                                       14


<PAGE>

Our profitability and working capital requirements have become larger,
especially in this second quarter 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 when they become
available. 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 company's securities have been
approved for trading, to be used for general corporate purposes.

We cannot guarantee that we will be able to obtain additional capital. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities,or other financing mechanisms. However, the trading price of
our common stock could make it more difficult to obtain financing through the
issuance of equity or debt securities. Even if we are able to raise the funds
required, it is possible that we could incur unexpected costs and expenses, fail
to collect significant amounts owed to us, or experience unexpected cash
requirements that would force us to seek alternative financing. Further, if we
issue additional equity or debt securities, stockholders may experience
additional dilution or the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common stock. If
additional financing is not available or is not available on acceptable terms,
we will have to curtail our operations.


INTERIM RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2006 TO THE THREE MONTHS ENDED JUNE
30, 2005.

SALES. Net sales during the third quarter 2006 (three months ending June 30,
2006) were $2,381,587 an increase of $127,391, or 5.7%, compared to $2,254,196
during the third quarter 2005. Contributing to the sales increase was higher
volume associated with the launch of the new 2006/07 model Camry Spoiler and an
increase in our TMMC Matrix component supply program for Toyota Canada.

GROSS MARGINS. Gross margins for the third quarter 2006 increased to 27% from
25.7% in the same period of 2005 due to product mix.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased by $52,525
to $494,532 in the third quarter of 2006, compared to $442,007 in the third
quarter of 2005. This increase was primarily due to an increase in Product
Development and Sales expenses and the addition of new programs.

OPERATING INCOME. Operating income increased by $10,024 to $149,148 in the third
quarter of 2006, compared to $139,124 in the second quarter of 2005. This
increase was also due to the higher sales as discussed above.

INTEREST EXPENSE. MWW incurred interest expense of $42,327 in the third quarter
2006 as compared to $30,422 in the same quarter in 2005, an increase of $11,905.
The increased interest amount was caused by an increase in the prime rate for
MWW's credit line and the increase in additional borrowings. For the three
months ended June 30, 2006, MWW's portion of the total interest amount was
$19,613 and JCMD was $22,714. Based on MWW's anticipated growth and the
resulting continued need for financing, it is anticipated that interest costs
will continue to increase during the next 12 months.

NET INCOME. The Company's net income before minority interest in the third
quarter 2006 was $58,601 compared to $69,678 in 2005. The decrease of $15,582
was generated by a slightly higher gross profit compensated by higher selling
and general and administrative expenses and higher financing expenses.

COMPARISON OF NINE MONTHS ENDED JUNE 30, 2006 TO THE NINE MONTHS ENDED JUNE 30,
2005

SALES. Net sales for the nine months ended June 30, 2006 were $6,595,329, an
increase of $844,038, or 14.7%, compared to $5,751,291in the same period of
2005. The increase was associated with the launch of several new programs
including the new Toyota Camry lip spoiler program, higher volume on other
product lines.

GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
increased by $260,273 or 1% percentage point to 26% for the nine months ended
June 30, 2006 from 25% in the same period of 2005. The increase was mainly due
to product mix.


                                       15


<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $1,411,143 for the nine months ended June
30, 2006, compared to $1,192,343 in the same period of 2005. The increase is due
to higher product development cost, program launch costs and higher selling
costs associated with 4 new product launches.

OPERATING INCOME. Operating income increased to $296,330 for the nine months
ended June 30, 2006, compared to $254,857 in the same period in 2005, primarily
due to higher margins based on overall increased sales

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, 2006 is $1,000,000.

INTEREST EXPENSE. Interest expense increased by $39,467 to $106,306 for the nine
months ended June 30, 2006 compared to $66,839 the same period in 2005, 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, 2006, MWW's
portion of the total interest amount was $45,709 and JCMD was $60,597.

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 next 12 months.

NET INCOME. The Company's net income before minority interest in the third
quarter 2006 was $127,263 compared to $131,781 in 2005. The decrease of $4,518
was generated by a slightly higher gross profit compensated by higher selling
and general and administrative expenses and financing expenses.

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: 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.


                                       16


<PAGE>

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.

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
June 30, 2006, 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, 2006, 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. At June 30, 2006, we had
an income tax expense provision of approximately $52,430. 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.


                                       17


<PAGE>

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, 2006, 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.



                                       18


<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

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.

ITEM 6. EXHIBITS

      Exhibits

      (3)(i) Certificate of Incorporation *
      (3)(ii) Bylaws *
      (4)(1) Form of Common Stock Certificate *
      (4)(2) Common Stock Purchase Warrant with Wendover Investment 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. ******
      (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, 2005
               ******
      (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, 2005
      (10)(21) Extension of Employment Agreement with James Marvin dated
               October 15, 2005
      (21)     Subsidiaries of Registrant *
      (31)(1) Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.


                                       19


<PAGE>

      (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 September 15, 2005 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, 2005 as part of the Form SB-2 of
Marketing Worldwide Corporation SEC File 333-123380 Accession Number
0001019687-05-003367.


                                       20


<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): August 7, 2006         /S/ JAMES MARVIN
                                   --------------------------------------------
                                   James Marvin
                                   Vice President Finance,
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



                                       21


<PAGE>

EXHIBIT INDEX


(31)(1)  Certification of Chief Executive Officer pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.                 Page 23
(31)(2)  Certification of Chief Financial Officer pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.                 Page 24
(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.                Page 25
(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 26


                                       22