<page>

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

                                   FORM 10-Q

                                   (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, 2008

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ .


                        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 15, 2008, the Registrant had 16,066,758 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-Q for the
                      Quarterly Period Ending June 30, 2008

                    TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)

                 Condensed Consolidated Balance Sheets:                        1
                 June 30, 2008 (unaudited)

                 Condensed Consolidated Statements of Operations (unaudited):  2
                 Three and Nine Months June 30, 2008 and 2007

                 Condensed Consolidated Statements of Cash Flows (unaudited):  3
                 Three and Nine Months Ended June 30, 2008 and 2007

                 Notes to Condensed Consolidated Financial Statements          5
                 (unaudited): June 30, 2008

         Item 2. Management Discussion and Analysis                           19

         Item 3. Controls and Procedures                                      23

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                            23

         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  23

         Item 3. Defaults Upon Senior Securities                              23

         Item 4. Submission of Matters to a Vote of Security Holders          23

         Item 5. Other Information                                            23

         Item 6. Exhibits                                                     24




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<TABLE>

ITEM 1. FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements for the
three and nine months ended June 30, 2008 and 2007 have been prepared by Marketing
Worldwide Corporation, a Delaware corporation.


                                             MARKETING WORLDWIDE CORPORATION
                                          CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                     (unaudited)
                                                                                       June 30,      September 30,
                                                                                         2008            2007
                                                                                     -----------      -----------
<S>                                                                                  <C>              <C>
ASSETS
Current assets:
Cash and cash equivalents                                                            $   941,045      $ 2,270,313
Accounts receivable, net                                                               1,394,620          692,071
Inventories                                                                            1,123,598          857,984
Deferred income taxes                                                                    188,271          188,271
Other current assets                                                                     189,722          183,999
                                                                                     -----------      -----------
  Total current assets                                                                 3,837,256        4,192,638

Property, plant and equipment, net                                                     3,624,510        3,321,827
Other assets:
Other intangible assets                                                                  117,500          140,000
Capitalized finance costs, net                                                           503,388          603,424
Other assets, net                                                                        210,511          199,283
                                                                                     -----------      -----------
Total assets                                                                         $ 8,293,166      $ 8,457,172
                                                                                     ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Bank line of credits                                                                 $   400,000      $ 1,000,000
Notes payable and capital leases, current portion                                        773,679          820,218
Accounts payable                                                                         696,062          824,718
Warranty liability                                                                        37,260          122,905
Other current liabilities                                                                485,014          867,344
                                                                                     -----------      -----------
  Total current liabilities                                                            2,392,015        3,635,185

Long term debt:
Notes payable, long term                                                               1,265,058        1,309,806
Capital leases, long term                                                                 46,618           70,675
                                                                                     -----------      -----------

Total liabilities                                                                      3,703,690        5,015,666

Interest in non-controlling entity                                                       125,438          240,769

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

Stockholders' Equity (Deficiency)
Preferred stock, $0.001 par value, 10,000,000 authorized Common stock,
$0.001 par value, 100,000,000 shares authorized;
16,066,758 and 15,763,080 shares
issued and outstanding as of June 30, 2008 and September 30, 2007, respectively          16,067           15,763

Additional paid in capital                                                             8,324,435        8,056,551
Subscription receivable                                                                       --       (2,000,000)
Accumulated Deficit                                                                   (7,429,548)      (6,371,527)
Accumulated other comprehensive income (loss)                                             53,133               --
                                                                                     -----------      -----------
  Total stockholders' equity (deficiency)                                                964,087         (299,213)
                                                                                     -----------      -----------
Total Liabilities and Stockholders' Equity (Deficiency)                              $ 8,293,166      $ 8,457,172
                                                                                     ===========      ===========


See the accompanying notes to the unaudited condensed consolidated financial statements

                                                         Page 2


<page>

                                             MARKETING WORLDWIDE CORPORATION
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (UNAUDITED)


                                                    Three months ended June 30,            Nine months ended June 30,
                                                    ---------------------------            --------------------------
                                                      2008               2007                2008               2007
                                                      ----               ----                ----               ----
Revenue:
Sales, net                                        $  1,438,785       $  1,556,379       $  5,596,616       $  5,959,328

Services                                               440,562               --            1,309,134               --
                                                  ------------       ------------       ------------       ------------
Total revenue                                        1,879,347          1,556,379          6,905,750          5,959,328

Cost of sales:
Cost of goods sold                                     836,832          1,030,643          3,553,396          4,113,799
Cost of services provided                              363,245               --              957,168               --
                                                  ------------       ------------       ------------       ------------
Total cost of sales                                  1,200,077          1,030,643          4,510,564          4,113,799


Gross profit                                           679,270            525,736          2,395,186          1,845,529

Operating expenses:
Selling, general and administrative expenses         1,087,380          1,125,375          3,130,448          2,274,386
Impairment loss                                           --              955,897               --              955,897
                                                  ------------       ------------       ------------       ------------

Total operating expenses                             1,087,380          2,081,272          3,130,448          3,230,283
                                                  ------------       ------------       ------------       ------------

(Loss) from operations                                (408,110)        (1,555,536)          (735,262)        (1,384,754)


Financing expenses                                    (124,323)        (3,566,167)          (366,801)        (3,661,412)
Other income (expense), net                             69,332            (10,795)            66,015             (9,558)
                                                  ------------       ------------       ------------       ------------

(Loss) before provision for income taxes              (463,101)        (5,132,498)        (1,036,048)        (5,055,724)

Provision for income taxes (benefit)                       (88)              --               (4,590)            12,000
                                                  ------------       ------------       ------------       ------------

(Loss) before minority interest                       (463,013)        (5,132,498)        (1,031,458)        (5,067,724)

(Loss) Income from minority interest                     4,239             (6,542)           (26,563)           (17,321)
                                                  ------------       ------------       ------------       ------------

NET INCOME (LOSS)                                 $   (458,774)      $ (5,139,040)      $ (1,058,021)      $ (5,085,045)
                                                  ============       ============       ============       ============

(Loss) per share, basic                           $      (0.03)      $      (0.45)      $      (0.07)      $      (0.45)
                                                  ============       ============       ============       ============

(Loss) per share, fully diluted                   $      (0.03)      $      (0.45)      $      (0.07)      $      (0.45)
                                                  ============       ============       ============       ============
Weighted average common stock outstanding
    Basic                                           16,066,758         11,363,097         15,907,161         11,358,328
                                                  ============       ============       ============       ============
    Fully Diluted                                   16,066,758         11,363,097         15,907,161         11,358,328
                                                  ============       ============       ============       ============
Comprehensive (loss):
Net Loss                                          $   (458,773)      $ (5,139,040)      $ (1,058,021)      $ (5,085,045)
Foreign currency translation gain                       21,999               --               53,133               --
                                                  ------------       ------------       ------------       ------------

Comprehensive (loss)                              $   (436,774)      $ (5,139,040)      $ (1,004,888)      $ (5,085,045)
                                                  ============       ============       ============       ============


See the accompanying notes to the unaudited condensed consolidated financial statements

                                                         Page 3


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

                                                                                      Nine months ended June 30,
                                                                                      --------------------------
                                                                                        2008              2007
                                                                                        ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                                          $(1,058,021)      $(5,085,045)
Adjustments to reconcile net (loss) to cash (used in)  operations:
Depreciation and amortization                                                           280,947           416,747
Common stock issued for services                                                                           66,234
Change in fair value of extended expiry terms                                            58,188              --
Fair value of warrants issued in connection with preferred stock                           --           3,500,000
Amortization of deferred financing costs                                                100,036            24,646
Impairment loss                                                                                           955,897
Minority interest                                                                        26,563            17,321
(Increase) decrease in:
Accounts receivable                                                                    (702,550)          851,854
Inventory                                                                              (265,614)          320,084
Other current assets                                                                     (5,723)           29,517
Other assets                                                                            (11,228)           (3,160)
Increase (decrease) in:
Accounts payable                                                                       (128,156)       (1,296,899)
Other current liabilities                                                              (257,975)          (87,997)
                                                                                    -----------       -----------
Net cash (used in) operating activities:                                             (1,963,533)         (290,801)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                     (561,130)         (248,169)
Cash from acquisition of Colortek, Inc                                                     --              10,068
Distribution by non controlling entity                                                 (141,894)             --
                                                                                    -----------       -----------
Net cash (used in) investing activities:                                               (703,024)         (238,101)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscription                                               2,000,000              --
Repayments of lines of credit                                                          (600,000)         (558,613)
Proceeds from Series A preferred stock                                                     --           3,222,450
Repayments of notes payable and capital leases                                         (115,344)          (41,187)
                                                                                    -----------       -----------
Net cash provided by financing activities                                             1,284,656         2,622,650

Effect of currency rate change on cash:                                                  53,133              --

Net(decrease)increase in cash and cash equivalents                                   (1,328,768)        2,093,748
Cash and cash equivalents, beginning of period                                        2,270,313           343,689
                                                                                    -----------       -----------

Cash and cash equivalents, end of period                                            $   941,045       $ 2,437,437
                                                                                    ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for interest                                                  $   130,551       $   182,370
                                                                                    ===========       ===========
Cash paid during year for taxes                                                     $      --         $       911
                                                                                    ===========       ===========
NON-CASH TRANSACTIONS:
Common Stock issued for dividend payments (which the Company
elected to pay in Common Stock as opposed to cash) on the Series
A Convertible Preferred Stock for the three quarters ended June
30, 2007, September 30, 2007 and December 31, 2007.                                 $   210,000
                                                                                    ===========
Common stock issued for services rendered                                           $      --         $    66,234
                                                                                    ===========       ===========
Common stock issued for acquisition of Colortek, Inc                                $      --         $   180,000
                                                                                    ===========       ===========
Warrants issued for financing services                                              $      --         $   383,915
                                                                                    ===========       ===========

See the accompanying notes to the unaudited condensed consolidated financial statements


                                                        Page 4
</TABLE>


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL
-------

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three month and nine month
periods ended June 30, 2008, are not necessarily indicative of the results that
may be expected for the year ended September 30, 2008. The unaudited condensed
consolidated financial statements should be read in conjunction with the
September 30, 2007 financial statements and footnotes thereto included in the
Company's SEC Form 10KSB.

BUSINESS AND BASIS OF PRESENTATION
----------------------------------

Marketing Worldwide Corporation (the "Company", "Registrant" or "MWW"), is
incorporated under the laws of the State of Delaware in July 2003. The Company
is engaged, through its wholly-owned subsidiary, Marketing Worldwide LLC
("MWWLLC"), in the design, import and distribution of automotive accessories for
motor vehicles in the automotive aftermarket industry and provides design
services for large automobile manufacturers.

The consolidated financial statements include the accounts of the Registrant and
its wholly-owned subsidiary, Marketing Worldwide LLC. Effective January 1, 2005,
the consolidated financial Statements also include a variable interest entity
(VIE) of which the LLC is the primary beneficiary as further described in Note
H. Additionally, on May 24, 2007; the Company acquired Colortek, Inc. (See
Below) and on September 28, 2007 the Company acquired MW Global Limited which
owns 100% of the outstanding ownership and economical interest in Modelworxx
GmbH (See below). All significant inter-company transactions and balances,
including those involving the VIE, have been eliminated in consolidation.

REVENUE RECOGNITION
-------------------

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

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. The staff updated and revised the existing revenue
recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the Revenue Recognition in Financial Statements - Frequently Asked
Questions and Answers document that the SEC staff considered relevant and
rescinds the remainder. The company's revenue recognition policies are
consistent with this guidance; therefore, this guidance will not have an
immediate impact on the company's consolidated financial statements.

Revenues on the sale of products, net of estimated costs of returns and
allowance, are recognized at the time products are shipped to customers, legal
title has passed, and all significant contractual obligations of the Company
have been satisfied. Products are generally sold on open accounts under credit
terms customary to the geographic region of distribution. The Company performs
ongoing credit evaluations of the customers and generally does not require
collateral to secure the accounts receivable.

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

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

                                     Page 5


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

ACQUISITIONS
------------

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

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

Common stock issued $180,000

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

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


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

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

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

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

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

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

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

                                     Page 6


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

ACQUISITIONS (CONTINUED)
------------------------

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


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

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

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

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

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

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

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

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

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.


                                     Page 7


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS". The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value measurements. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. In February
2008, the FASB issued FASB Staff Position ("FSP") 157-2 , "EFFECTIVE DATE OF
FASB STATEMENT NO. 157" ("FSP 157-2), which delayed the effective date of SFAS
No. 157 for all non-financial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, until fiscal years beginning after November 15, 2008. We have not yet
determined the impact that the implementation of FSP 157-2 will have on our
non-financial assets and liabilities which are not recognized on a recurring
basis; however, we do not anticipate the adoption of this standard will have a
material impact on our consolidated financial position, results of operations or
cash flows.

In September 2006 the FASB issued its SFAS No. 158, "EMPLOYERS' ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS, AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, 106 AND 132(R)" ("SFAS No. 158"). SFAS No. 158 improves
financial reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. SFAS No. 158 also
improves financial reporting by requiring an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The effective date for an employer with publicly traded
equity securities is as of the end of the fiscal year ending after December 15,
2006. SFAS No. 158 did not have a material impact on its consolidated financial
position, results of operations or cash flows.

In December 2006, the FASB issued FSP EITF 00-19-2, "ACCOUNTING FOR REGISTRATION
PAYMENT ARRANGEMENTS" (" FSP 00-19 -2") which addresses accounting for
registration payment arrangements. FSP 00-19 -2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with SFAS No. 5, "Accounting
for Contingencies". FSP 00-19 -2 further clarifies that a financial instrument
subject to a registration payment arrangement should be accounted for in
accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. For registration payment arrangements
and financial instruments subject to those arrangements that were entered into
prior to the issuance of EITF 00-19-2, this guidance shall be effective for
financial statements issued for fiscal years beginning after December 15, 2006
and interim periods within those fiscal years. The Company did not have a
material impact on its consolidated financial position, results of operations or
cash flows

In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT OF FASB
STATEMENT NO. 115 " ("SFAS No. 159"). SFAS No. 159 permits entities to choose to
measure many financial instruments and certain other items at fair value. Most
of the provisions of SFAS No. 159 apply only to entities that elect the fair
value option. However, the amendment to SFAS No. 115 "ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES " applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "FAIR VALUE MEASUREMENTS". The adoption of SFAS No.
159 is not expected to have a material impact on our consolidated financial
position, results of operations or cash flows.

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

                                     Page 8


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
-----------------------------------------

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

In June 2007, the Accounting Standards Executive Committee issued Statement of
Position 07-1, "Clarification of the Scope of the Audit and Accounting Guide
Investment Companies and Accounting by Parent Companies and Equity Method
Investors for Investments in Investment Companies" ("SOP 07-1"). SOP 07-1
provides guidance for determining whether an entity is within the scope of the
AICPA Audit and Accounting Guide Investment Companies (the "Audit Guide"). SOP
07-1 was originally determined to be effective for fiscal years beginning on or
after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff
Position indefinitely deferring the effective date and prohibiting early
adoption of SOP 07-1 while addressing implementation issues.

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3,
"Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities" (EITF 07-3), which requires that
nonrefundable advance payments for goods or services that will be used or
rendered for future research and development (R&D) activities be deferred and
amortized over the period that the goods are delivered or the related services
are performed, subject to an assessment of recoverability. EITF 07-3 will be
effective for fiscal years beginning after December 15, 2007. The Company does
not expect that the adoption of EITF 07-3 will have a material impact on our
consolidated financial position, results of operations or cash flows.

In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1,
"Accounting for Collaborative Arrangements" (EITF 07-1). EITF 07-1 defines
collaborative arrangements and requires collaborators to present the result of
activities for which they act as the principal on a gross basis and report any
payments received from (made to) the other collaborators based on other
applicable authoritative accounting literature, and in the absence of other
applicable authoritative literature, on a reasonable, rational and consistent
accounting policy is to be elected. EITF 07-1 also provides for disclosures
regarding the nature and purpose of the arrangement, the entity's rights and
obligations, the accounting policy for the arrangement and the income statement
classification and amounts arising from the agreement. EITF 07-1 will be
effective for fiscal years beginning after December 15, 2008, which will be the
Company's fiscal year 2009, and will be applied as a change in accounting
principle retrospectively for all collaborative arrangements existing as of the
effective date. The Company has not yet evaluated the potential impact of
adopting EITF 07-1 on our consolidated financial position, results of operations
or cash flows.

In March 2008, the FASB" issued SFAS No. 161, "DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT TO FASB STATEMENT NO. 133"
("SFAS No. 161"). SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with early
adoption encouraged. We are currently evaluating the impact of SFAS No. 161, if
any, will have on our consolidated financial position, results of operations or
cash flows.

In April 2008, the FASB issued FSP No. FAS 142-3, "DETERMINATION OF THE USEFUL
LIFE OF INTANGIBLE ASSETS". This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS". We are required to adopt FSP 142-3 on September 1,
2009, earlier adoption is prohibited. The guidance in FSP 142-3 for determining
the useful life of a recognized intangible asset shall be applied prospectively
to intangible assets acquired after adoption, and the disclosure requirements
shall be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption. We are currently evaluating the impact of FSP 142-3 on
our consolidated financial position, results of operations or cash flows.

                                     Page 9


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
-----------------------------------------

In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (the GAAP
hierarchy). SFAS No. 162 will become effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." We do not expect the adoption of SFAS No. 162
will have a material effect on our consolidated financial position, results of
operations or cash flows.

In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1
"ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON
CONVERSION (INCLUDING PARTIAL CASH SETTLEMENT) " ("FSP APB 14-1"). FSP APB 14-1
requires the issuer of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components of the instrument in a manner
that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis. We are currently evaluating the potential impact, if any, of the adoption
of FSP APB 14-1 on our consolidated financial position, results of operations or
cash flows.

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed
by management to, have a material impact on the Company's present or future
consolidated financial statements.

NOTE B - INTANGIBLE ASSETS AND GOODWILL

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

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


                                    Page 10


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE C - BANK LINE OF CREDIT

The Company renewed its credit facility for a maximum borrowing limit of
$1,500,000 with Key Bank on February 1, 2008, which will expire on February 1,
2009. The line of credit is set up with an annual renewal provision. Interests
on advances are charged at a rate of .25 percentage points under the Key Bank's
announced Prime Rate. Borrowings under the agreement are collateralized by
substantially all the Company's assets.

NOTE D - NOTES PAYABLE
<TABLE>
<S>     <C>
As of June 30, 2008, notes payable consists of the following:

         Guarantee for the JCMD Mortgage loan payable in monthly principal
         installments plus interest thereon at Bank's prime lending rate plus 0.25%
         per annum. Note secured by first deed of trust on real property and
         improvements located in Howell, MI. The JCMD General Partners personally
         guaranty the loan.                                                            $   708,709

         Guarantee for the JCMD Mortgage loan payable in 240 monthly
         principal installments plus interest thereon at the Banks
         prime lending rate plus .25% per annum. The loan is secured
         by a second deed of trust on real property and improvements
         located in Howell, MI. The JCMD General Partners personally
         guaranty the loan.                                                                 578,527

         Mortgage  loan for the Colortek  facility  payable in monthly  principal
         installments  of $5,633 with a fixed  interest  rate of 5.98% per annum.
         Note based on a 20 year  amortization  with a final  balloon  payment at
         maturity  on July 8, 2008.  Note is secured by first  priority  security
         interest in the business property of Colortek, Inc, the Company's
         wholly owned subsidiary                                                           673,692

         Note payable in monthly payments of $1,857.54 per month including
         interest at 7.25% per annum, unsecured                                             42,428
                                                                                       -----------
                                                                                         2,003,356

         Less: current portion                                                             738,298
                                                                                       -----------
           Long term portion                                                           $ 1,265,058
                                                                                       -----------


NOTE E CAPITAL LEASE OBLIGATIONS

Automobile and equipment includes the following amounts for capitalized leases
at June 30, 2008:

                               Automobile and equipment                                 $  313,381
                               Less: Accumulated depreciation and amortization             166,181
                                                                                        -----------
                                 Net book value                                         $  147,200


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

                               Total minimum lease payments                             $  108,327
                               Less: amount representing interest                           26,328
                                                                                        -----------
                                 Subtotal                                                   81,999

                               Less current portion                                         35,381
                                                                                        -----------
                               Long term portion                                        $   46,618
                                                                                        ===========

The majority of the decrease was associated with the difference of the cost for
the Series A preferred stock financing put in place in April 2007 and accounted
for in the comparable period The majority of the decrease was associated with
the difference of the cost for the Series A preferred stock financing put in
place in April 2007 and accounted for in the comparable period.
</TABLE>

                                    Page 11


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE F - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of December 31,
2007, the Company has issued and outstanding 3,500,000 shares of Series A
preferred stock and 15,763,080 shares of common stock.

On March 4, 2008, the Company issued 303,678 shares of Common Stock for no
additional consideration representing dividend payments (which the Company
elected to pay in Common Stock as opposed to cash) on the Series A Convertible
Preferred Stock for the three quarters ended June 30, 2007, September 30, 2007
and December 31, 2007. As of June 30, 2008, the Company has issued and
outstanding 3,500,000 shares of Series A Preferred stock and 16,066,758 shares
of common stock.

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

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

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

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

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

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

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


                                    Page 12


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE F - CAPITAL STOCK (CONTINUED)

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

REGISTRATION RIGHTS. The Company is required to file a registration statement
with the SEC to affect the registration of the shares of its common stock
underlying the Series A Preferred Stock and the warrants (see below) within 30
days. The Company also agreed to use its reasonable best efforts to cause the
registration statement to be declared effective no later than 150 days after its
filing. If the Registration Statement is not filed and declared effective as
described above, the Company will be required to pay liquidated damages to the
holders of the Series A Preferred Stock, in an amount equal to 2% of the initial
investment. The registration statement for all the shares of its common stock
underlying the Series A Preferred Stock and all attached warrants was declared
effective by the SEC on July 20, 2007.

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

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

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

NOTE G - STOCK OPTIONS AND WARRANTS

EMPLOYEE STOCK OPTIONS
----------------------

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to employees
of the Company as of June 30, 2008:

<TABLE>
<S>     <C>

                              Options Outstanding                       Options Exercisable
                              -------------------                       -------------------
                                Weighted Average       Weighted      Weighted
                  Number      Remaining Contractual    Average        Number         Average
   Exercise     Outstanding       Life (Years)         Exercise     Exercisable   Exercise Price
   ---------    -----------       ------------        ---------     -----------   --------------
     Price                                              Price
     -----                                              -----
     $0.26        490,000             5.01              $0.26            -            $0.26
     $0.45        170,000             7.90              $0.45         170,000         $0.45
               -------------- ---------------------- ------------- -------------- ---------------
                  660,000             5.75              $0.31         170,000         $0.45
</TABLE>

                                    Page 13


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

EMPLOYEE STOCK OPTIONS (CONTINUED)
----------------------------------

Transactions involving options issued to employees are summarized as follows:

                                                Weighted Average     Price per
                                                Number of Shares       Share

Outstanding at October 1, 2007                                   -            -
Granted                                                    170,000        $0.45
Exercised                                                        -            -
Canceled or expired                                              -            -
Outstanding, September  30, 2007                           170,000         0.45
Granted                                                    490,000         0.26
Exercised                                                        -            -
Canceled or expired                                              -            -
Outstanding, June 30, 2008                                 660,000        $0.31
                                                           =======        =====


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

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

In May 2008 the Company granted 400,000 employee stock options vesting over one
year. The options grant the employee the right to purchase the Company's common
stock over the next 4 years at an exercise price of $0.26. The options were
valued using the Black-Scholes Option Pricing model with the following
assumptions: dividend yield: -0-%; volatility: 221.26%; risk free interest rate:
3.85%. The determined fair value of the options of $101,213 will be recognized
as a period expense ratably with vesting rights.

In May 2008 the Company granted 90,000 employee stock options vesting over next
three years. The options grant the employee the right to purchase the Company's
common stock over the next 10 years at an exercise price of $0.26. The options
were valued using the Black-Scholes Option Pricing model with the following
assumptions: dividend yield: -0-%; volatility: 221.26%; risk free interest rate:
2.73%. The determined fair value of the options of $23,390 will be recognized as
a period expense ratably with vesting rights.

NON EMPLOYEE STOCK OPTIONS

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to non-
employees of the Company as of June 30, 2008:

<TABLE>
<S>     <C>

                                              Options Outstanding                      Options Exercisable
                                              -------------------                      -------------------
                                               Weighted Average       Weighted       Weighted
                                  Number     Remaining Contractual    Average         Number         Average
              Exercise Price   Outstanding   Exercise Life (Years)     Price       Exercisable    Exercise Price
              --------------   -----------   ---------------------     -----       -----------    --------------
                   $0.10        1,000,000            4.25              $0.10         1,000,000        $0.10
                   $1.00          195,000            0.50              $1.00           195,000        $1.00
                   $1.25          200,000            0.50              $1.25           200,000        $1.25
                                  -------            ----              -----           -------        -----
                                1,395,000            3.19              $0.39         1,395,000        $0.39
                                =========            ====              =====         =========        =====
</TABLE>

                                    Page 14


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

NON EMPLOYEE STOCK OPTIONS (CONTINUED)
--------------------------------------

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

                                                 Weighted Average     Price per
                                                 Number of Shares       Share
                                                 ----------------       -----
         Outstanding at October 1, 2007                  450,000        $1.11
         Granted                                       1,000,000         0.10
         Exercised                                      (55,000)       (1.00)
         Canceled or expired                                   -            -
                                                               -            -
         Outstanding, September  30, 2007              1,395,000        $0.39
         Granted                                               -            -
         Exercised                                             -            -
         Canceled or expired                                   -            -
                                                               -            -
                                                       ---------        -----
         Outstanding, June 30, 2008                   1,395,000        $0.39
                                                       =========        =====

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

Aggregate intrinsic value of options outstanding and exercisable at December 31,
2007 was $300,000. Aggregate intrinsic value represents the difference between
the Company's closing price on the last trading day of the fiscal period, which
was $0.90 as of March 30, 2007, and the exercise price multiplied by the number
of options outstanding. As of December 31, 2007, total unrecognized stock-based
compensation expense related to non-vested stock options was $0.

                                    Page 15


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

WARRANTS
--------

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of June 30, 2008:

<TABLE>
<S>     <C>

                                             Warrants Outstanding                      Warrants Exercisable
                                             --------------------                      --------------------
                                               Weighted Average       Weighted       Weighted
                                  Number     Remaining Contractual    Average         Number         Average
              Exercise Price   Outstanding   Exercise Life (Years)     Price       Exercisable    Exercise Price
              --------------   -----------   ---------------------     -----       -----------    --------------
                   $0.01        2,500,000            3.82              $0.01        2,000,000         $0.01
                   $0.50        2,000,000             .27              $0.50        2,000,000         $0.50
                   $0.65          490,000            2.81              $0.65          490,000         $0.65
                   $0.70        6,000,000            3.98              $0.70        5,500,000         $0.70
                   $0.85        6,000,000            3.89              $0.85        5,500,000         $0.85
                   $1.20        3,500,000            3.82              $1.20        3,500,000         $1.20
                                ---------            ----              -----        ---------         -----
                               20,490,000            3.46              $0.72       18,990,000         $0.72


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

                                                                          Weighted Average     Price per
                                                                          Number of Shares       Share

                          Outstanding at October 1, 2006                       1,0000,000        $0.50
                          Granted                                              23,490,000         0.87
                          Exercised                                           (4,000,000)         0.50
                          Canceled or expired                                           -            -
                          Outstanding, September 30, 2007                      20,490,000         0.72
                          Granted                                                       -            -
                          Exercised                                                     -            -
                          Canceled or expired                                           -            -
                                                                              -----------        -----
                          Outstanding, June 30, 2008                          20,490,000        $0.72
                                                                              ===========        =====


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

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

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

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


                                    Page 16


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

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

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

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

In September 2007, 4,000,000 (out of 5,000,000) series J warrants to purchase
the Company's common stock was exercised at the re-priced exercise price of
$0.50 per share. In addition, the Company re-priced the exercise price of
2,500,000 series F warrants from $1.20 per share to $0.01 per share. The
estimated change in fair value, using the Black Scholes Option Pricing Model,
was charged to operations in the year ended September 30, 2007. The assumptions
in determining the fair value of the re-pricing of the warrants were as follows:
Dividend yield: $-0-; Volatility: 280.06%; Risk Free Rate: 4.22%.

NOTE H - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

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

The property is leased to the Company under a long term operating lease
beginning on January 1, 2005. Under the loan agreements, JCMD is obligated to
make periodic payments of principal repayments and interest. The Company has no
equity interest in JCMD or the property.

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

FIN No. 46 requires that an enterprise consolidate a VIE if that enterprise has
a variable interest that will absorb a majority of the entity's expected losses
if they occur. Accordingly, the Company adopted FIN No. 46 and consolidated JCMD
as a VIE, regardless of the Company not having an equity interest in JCMD.

Included in the Company's consolidated balance sheet at June 30, 2008 are the
following net assets of JCMD:

                                  ASSETS (JCMD)

         Cash and cash equivalents                                  $  111,451
         Accounts receivable, prepaid expenses and other
           current assets                                               19,400
                                                                    ----------
           Total current assets                                        130,851

         Property Plant and equipment, net of accumulated
           depreciation of $95,521                                   1,281,824
                                                                    ----------

         Total assets                                                1,412,675
                                                                    ----------

         LIABILITIES:

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

         Long term debt                                              1,246,328
                                                                    ----------

         Net assets:                                                $  125,439
                                                                    ==========


                                    Page 17


<page>

                         MARKETING WORLDWIDE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE H - CONSOLIDATION OF VARIABLE INTEREST ENTITIES (CONTINUED)

Consolidated results of operations for the nine months ended June 30, 2008
include the following:

          Revenues - Real Estate/other                               $117,872

          Costs and expenses - real estate:

          Operating expenses                                           13,813
          Depreciation                                                 24,000
          Interest, net                                                53,496
                                                                      -------
            Total costs and expenses                                   91,309

          Operating income-Real estate                                $26,563
                                                                      -------


In the three months ended June 30, 2008, JCMC Properties LLC dispersed $110,000
to the principals as an equity distribution.

NOTE I - SEGMENT INFORMATION

The Company has one reportable business segment which is operated in two
geographic locations.

Those geographic segments are:

* United States * Germany

Information for the nine months ended June 30, 2008 concerning principal
geographic areas is presented below according to the area where the activity is
taking place.

                                        June 30,              June 30,
                                          2008                  2007
                                   -------------------  ---------------------
REVENUES:
United States                      $        5,389,534   $          5,959,328
Germany                                     1,516,216                      -
Total revenue                               6,905,750              5,959,328

GROSS PROFIT
United States                               1,985,237              1,845,359
Germany                                       409,949                      -
Total gross profit                          2,395,186              1,845,359

OPERATING LOSS:
United States                                (483,803)           (1,384,754)
Germany                                      (251,459)                     -
Total operating (loss)                       (735,262)           (1,384,754)

ASSETS

United States                               7,657,935              8,496,958
Germany                                       791,355                      -
Total asset                                 8,449,290              8,496,958

CAPITAL EXPENDITURES
United States                                 245,692                248,169
Germany                                       315,438                      -
Total capital expenditures                    561,130                248,169


                                    Page 18


<page>

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

THIS REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKINGSTATEMENTS IN THIS REPORT ARE INDICATED BY WORDS SUCH AS
"ANTICIPATES," "EXPECTS," "BELIEVES," "INTENDS," "PLANS," "ESTIMATES,"
"PROJECTS" AND SIMILAR EXPRESSIONS. THESE STATEMENTS REPRESENT OUR EXPECTATIONS
BASED ON CURRENTINFORMATION AND ASSUMPTIONS. FORWARD-LOOKING STATEMENTS ARE
INHERENTLY SUBJECT TO RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE WHICH ARE ANTICIPATED OR PROJECTED AS A RESULT OF CERTAIN
RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO A NUMBER OF FACTORS, SUCH
AS ECONOMIC AND MARKET CONDITIONS; THE PERFORMANCE OF THE AUTOMOTIVE AFTERMARKET
SECTOR; CHANGES IN BUSINESS RELATIONSHIPS WITH OUR MAJOR CUSTOMERS AND IN THE
TIMING, SIZE AND CONTINUATION OF OUR CUSTOMERS' PROGRAMS; THE ABILITY OF OUR
CUSTOMERS TO ACHIEVE THEIR PROJECTED SALES; COMPETITIVE PRODUCT AND PRICING
PRESSURES; INCREASES IN PRODUCTION OR MATERIAL COSTS THAT CANNOT BE RECOUPED IN
PRODUCT PRICING; SUCCESSFUL INTEGRATION OF ACQUIRED BUSINESSES; PRODUCT
LIABILITY, AS WELL AS OTHER RISKS AND UNCERTAINTIES, SUCH AS THOSE DESCRIBED

UNDER QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND THOSE
DETAILED HEREIN AND FROM TIME TO TIME IN OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. THOSE FORWARD-LOOKING STATEMENTS ARE MADE ONLY AS OF THE
DATE HEREOF, AND WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE THE
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES
THERETO, INCLUDED ELSEWHERE IN THIS FORM 10-QSB

BUSINESS OVERVIEW

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

MWW is a full service design, engineering and manufacturing firm of original
equipment manufacturer ("OEM") components in the automotive accessory market.
MWW provides a number of large foreign and domestic automobile manufacturers'
and independently owned vehicle processing and distribution centers in the US,
Canada and Europe with MWW's components directly at their respective locations.
At the instruction of MWW, the vehicle processing centers' technical teams
install MWW's accessory products on new automobiles, as soon as these new
vehicles arrive from foreign or domestic automobile manufacturers at their
centers. From the vehicle processing or distribution centers the accessorized
automobiles are then delivered into the domestic car dealer distribution systems
throughout the Continental US, Canada and Europe. MWW's relationship is solely
with the vehicle processing and/or distribution centers, which also pay for
MWW's products.

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

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

SEASONALITY. Historically, our operating results have fluctuated by quarter to
quarter, with the greatest sales occurring in the quarters of the fiscal year
with the largest number of automobile manufacturers new model releases. Revenues
are generally being recognized at the time of product shipment. It is in these
quarters of new model releases that demand for our products is typically the
highest. As we expand our business globally, we expect to better able to
mitigate these impacts.

                                    Page 19


<page>

The limited seasonality of our business offers significant operational
challenges in our manufacturing and distribution functions, based on a partial
dependency on manufacturing abroad. To limit these challenges and to provide a
rapid turnaround time of customer orders, we traditionally keep somewhat higher
inventory levels. New strategies to decrease inventory and improve inventory
turns over rates are currently being implemented. Utilizing the synergies
between our newly acquired companies and the utilization of the newly created
manufacturing capacities here in the US that are now controlled by us, we are
expecting to produce higher levels of efficiency over time.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the Nine months ended June 30, 2008, we used
$1,963,533 of cash flow in operations primarily from our net loss of $1,058,021;
offset by non cash depreciation and amortization charges of $380,983, change in
fair value of warrants of $58,188, minority interest of $26,563 and net changes
in our operating assets and liabilities of $(1,371,746).

INVESTING ACTIVITIES. During the Nine months ended June 30, 2008, we used
$561,130 in cash flows in investing activities by acquiring additional equipment
for our operations and $141,894 distributions by our variable interest entity.

FINANCING ACTIVITIES. During the nine months ended June 30, 2008, net cash flow
provided by financing activities amounted to $1,284,656. The net cash flow was
generated by the exercising of $2,000,000 in warrants offset by our pay down of
our line of credit and notes and leases payable by $600,000 and $115,344,
respectively.

MWW currently has a $1,500,000 line of credit, which expires February 1, 2009
and is used to fund seasonal working capital requirements and other financing
needs. MWW pledged all of its inventory, equipment, accounts, and chattel paper,
instruments, and letters of credit, documents, deposit accounts, investment
property, money, rights to payment and general intangibles to secure the Loan.
The Loan with Key Bank N.A. is a standard asset based loan agreement. The Loan
requires MWW to attain a ratio of Total Debt to Tangible Net Worth of less than
3.50 to 1.00 tested at the end of each fiscal year and a ratio of Operating Cash
Flow to Fixed Charges of not less than 1.50 to 1.00 tested at the end of each
fiscal year for the preceding 12-month period. Interest on advances is charged
at a rate of .25 percentage points under the Key Bank's announced Prime Rate.
Borrowings under the agreement are collateralized by substantially all the
Company's assets. The current outstanding balance on the line of credit with Key
Bank is approximately $400,000. MWW is in compliance with the terms and
conditions of its agreement with Key Bank N.A. MWW does not have restrictive
covenants on any other indebtedness and believes that is has satisfactory
relationships with its creditors. Key Bank N.A. has waived certain covenants
based on the changes in MWW's balance sheet based on the recent acquisitions.

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

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

INTERIM RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2008 TO THE THREE MONTHS ENDED JUNE
30, 2007.

SALES. Net sales during the third quarter 2008 (three months ending June 30,
2008) were $1,879,347 an increase of $322,968, or 20.7 %, compared to $1,556,379
during the third quarter 2007. This increase was due to additional sales of our
subsidiaries Modelworxx and Auto FX.

GROSS MARGINS. Gross margins for the second quarter 2008 increased to 36.1 %
from 33.7 % in the same period of 2007 due to improvements in material cost and
product/service mix and the improved utilization of our production and service
facilities.

OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

Selling, general and administrative expenses decreased by $37,995 to $1,087,380
in the third quarter of 2008, compared to $1,125,375 in the third quarter of
2007. The increase was attributable to the incorporation of the activities of
our new subsidiaries, Colortek, Inc, Modelworxx GmbH and the new facility
AutoFX. Overall, the Company's number of employees increased from 21 to 69 as
compared to same period, last year.

                                    Page 20


<page>

OPERATING LOSS. Operating loss decreased by $ 1,147,426 to a loss of ($408,110)
in the third quarter of 2008, compared to a net operating loss of ($1,555,536)
in the third quarter of 2007. This decrease was due to primarily to more
synergetic use of the combined resorces of the acquired subsidiaries in the US
and Germany.

FINANCING EXPENSE. For the three months ended June 30, 2008, our financing
expense decreased to $124,323 from $3,566,167, a decrease of 95.6 % over the
same period prior year. The majority of the decrease was associated with the
difference of the cost for the Series A preferred stock financing put in place
in April 2007 and accounted for in the comparable period..

NET LOSS decreased by $ 4,680,266 to a loss of ($ 458,773) from a loss of
($5,139,040). The majority of the decrease was associated with the difference of
the cost for the Series A preferred stock financing put in place in April 2007
and accounted for in the comparable period.

INTERIM RESULTS OF OPERATIONS

COMPARISON OF NINE MONTHS ENDED JUNE 30, 2008 TO THE NINE MONTHS ENDED JUNE 30,
2007.

SALES. Net sales during the nine months ending June 30, 2008 were $6,905,750, an
increase of $946,422, or 15.8%, compared to $5,959,328 during the nine months
ending June 30, 2007. This increase was due to additional sales of Modelworxx
and Auto FX.

GROSS MARGINS. Gross margins for the nine months ending June 30, 2008 increased
to 34.6% from 30.9% in the same period of 2007 due to improvements in material
cost and product/service mix and the better utilization of our production and
service facilities.

OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

Selling, general and administrative expenses increased by $856,062 to $3,130,448
in the nine months ending June 30, 2008, compared to $2,274,386 in the same
period of 2007. The increase was attributable to the incorporation of the
activities of our new subsidiaries, Colortek, Inc, Modelworxx GmbH and the new
facility AutoFX. Overall, the Company's number of employees increased from 21 to
69 as compared to same period, last year.

OPERATING LOSS. Operating loss decreased by $649,492 to a loss of ($735,262 ) in
the nine months ending June 30, 2008, compared to a net operating loss of (
$1,384,754) in the nine month ending June 30, 2007. This improvement was due to
improvements in material cost and product/service mix and the better utilization
of our production and service facilities.

FINANCING EXPENSE. For the nine months ended June 30, 2008, our interest expense
decreased to $366,801 from $3,661,412, a decrease of 89.9 % over the same period
prior year. The majority of the decrease was associated with the difference of
the cost for the Series A preferred stock financing put in place in April 2007
and accounted for in the comparable period.

NET INCOME (LOSS) increased by $ 4,019,676 to a loss of ($ 1,058,021) from a
loss of ($5,085,045). The majority of the increase was associated with the
difference of the cost for the Series A preferred stock financing put in place
in April 2007 and accounted for in the comparable period and better utilization
of the combined resources of the newly acquired subsidiaries.

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout "Management's Discussion and Analysis of Financial Condition and
Results of Operations," where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies see the Notes to the Financial Statements of our
Report on Form 10KSB. Note that our preparation of this Quarterly Report on Form
10-QSB requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reporting period. There can be no assurance that
actual results will not differ from those estimates.

REVENUE RECOGNITION. Revenues on the sale of products, net of estimated costs of
returns and allowance, are recognized at the time products are shipped to
customers, legal title has passed, and all significant contractual obligations
of the Company have been satisfied. Products are generally sold on open accounts
under credit terms customary to the geographic region of distribution. The
Company performs ongoing credit evaluations of the customers and generally does
not require collateral to secure the accounts receivable.

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

                                    Page 21


<page>

ACCOUNTING FOR VARIABLE INTEREST ENTITIES. In December 2003, the FASB issued a
revision to FASB Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entities" (FIN No. 46R). FIN No. 46R clarifies the application of ARB
No. 51, "Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity risk for the entity to finance its activities
without additional subordinated financial support. FIN No. 46R requires the
consolidation of these entities, known as variable interest entities, by the
primary beneficiary of the entity. The primary beneficiary is the entity, if
any, that will absorb a majority of the entities expected losses, receive a
majority of the entity's expected residual returns, or both. Pursuant to the
effective date of a related party lease obligation, the Company adopted FIN 46R
on January 1, 2005. This resulted in the consolidation of one variable interest
entity (VIE) of which the Company is considered the primary beneficiary. The
Company's variable interest in this VIE is the result of providing certain
secured debt mortgage guarantees on behalf of a limited liability company that
leases warehouse and general offices located in the city of Howell, Michigan.

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

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, 2008, 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, 2008, there were no determined requirements for the allowance for
doubtful accounts.

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

Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets. The valuation is based
on our estimates of taxable income by jurisdiction in which we operate.

                                    Page 22


<page>

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

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL. We assess the
impairment of identifiable intangibles and long-lived assets whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important, which could trigger impairment
review, include the following: significant underperformance relative to expected
historical or projected future operating results; significant changes in the
manner of our use of the acquired assets or the strategy for our overall
business; and significant negative industry or economic trends.

We review the fair values of each of our reporting units using the discounted
cash flows method and market multiples.

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

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of JUNE 30, 2008, the
Company's management carried out an evaluation, under the supervision of the
Company's Chief Executive Officer and the Chief Financial Officer of the
effectiveness of the design and operation of the Company's system of disclosure
controls and procedures pursuant to the Securities and Exchange Act, Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective, as of the date of their
evaluation, for the purposes of recording, processing, summarizing and timely
reporting material information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no current legal proceedings.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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

ITEM 5. OTHER INFORMATION

None.


                                    Page 23


<page>
<TABLE>
<S>     <C>

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 Key Bank N.A. ***
(10)(8) Amendment to Consulting Agreement with Rainer Poertner ***
(10)(10) Real Property Lease Agreement for 11224 Lemen Road, Suite A ****
(10)(11) Real Property Lease Agreement for 11236 Lemen Road ****
(10)(12) Supplier and Warranty Agreement ****
(10)(13) Business Loan Agreement April 4, 2006 with KeyBank N.A. ******
(10)(14) Supplier and Warranty Agreement ****
(10)(15) Blanket Purchase Order, Non-Disclosure and Confidentiality Agreement ******
(10)(16) Lease Agreement and Amendment to Lease Agreement with JCMD Properties, LLC ******
(10)(17) Consulting Agreement with Rainer Poertner dated July 1, 2006 ******
(10)(18) Waiver of Cashless Exercise Provisions in Warrant by Wendover Investments Ltd. *******
(10)(19) Waiver of Cashless Exercise Provisions in Stock Option by Richard O. Weed *******
(10)(20) Extension of Employment Agreement with Michael Winzkowski dated October 15, 2006
(10)(21) Extension of Employment Agreement with James Marvin dated
(21)     Subsidiaries of Registrant *
(31)(1)  Certification of Chief Executive Officer pursuant to Section302 of the
         Sarbanes-Oxley Act of 2002.
(31)(2)  Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.
(32)(1)  Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item 601 of Regulation S-K.
(32)(2)  Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item 601 of Regulation S-K.
</TABLE>


* Previously filed on February 11, 2005 as part of the Registration Statement on
Form 10-SB12G of Marketing Worldwide Corporation SEC File 0-50586 Accession
Number 1019687-4-279.

** previously filed on August 10, 2005 as part of the Registration Statement on
Form 10-SB12G/A Amendment No. 1 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-04-001719.

*** previously filed on November 9, 2005 as part of the Registration Statement
on Form 10-SB12G/A Amendment No. 2 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-04-002436.

**** Previously filed on January 31, 2006 as part of the Form 10-KSB for the
year ended September 30, 2005 of Marketing Worldwide Corporation SEC File
0-50586 Accession Number 0001019687-05-000207.

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

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

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


                                    Page 24


<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 14, 2008    /S/ JAMES MARVIN
                                 --------------------------------------------
                                 James Marvin
                                 Vice President Finance,
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer)


                                    Page 25


<page>

EXHIBIT INDEX

(31)(1) Certification of Chief Executive Officer pursuant to Section302 of the
Sarbanes-Oxley Act of 2002.

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

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

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


                                    Page 26