<PAGE>

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


                                   FORM 10-QSB
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM October 1, 2005 TO
     December 31, 2005.

                        Commission file number 000-50586

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

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

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

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

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock $.001 Par Value

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

     As of February 14, 2006, the Registrant had 11,051,995 shares of common
stock issued and outstanding.

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



<PAGE>

                         MARKETING WORLDWIDE CORPORATION

                     Quarterly Report on Form 10-QSB for the
                    Quarterly Period Ending December 31, 2005

                                Table of Contents


PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheet:                        4
                  December 31, 2005 (unaudited)

                  Condensed Consolidated Statements of Income (unaudited):     5
                  Three Months Ended December 31, 2005 and 2004

                  Condensed Consolidated Statements of Cash Flows (unaudited): 6
                  Three Months Ended December 31, 2005 and 2004

                  Notes to Condensed Consolidated Financial Statements         7
                  (unaudited): December 31, 2005

         Item 2.  Management Discussion and Analysis                          13

         Item 3. Controls and Procedures                                      17

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           17

         Item 2.  Changes in Securities                                       17

         Item 3.  Defaults Upon Senior Securities                             17

         Item 4.  Submission of Matters to a Vote of Security Holders         17

         Item 5.  Other Information                                           17

         Item 6.  Exhibits                                                    18



                                        2


<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements for the
three months Ended December 31, 2005 and 2004 have been prepared by Marketing
Worldwide Corporation, a Delaware corporation.




                                        3


<PAGE>

MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                December 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

ASSETS
Current assets:
Cash and cash equivalents                                             $  181,223
Accounts receivable, net                                               1,178,573
Inventories                                                              660,559
Other current assets                                                      57,301
                                                                      ----------
TOTAL CURRENT ASSETS                                                   2,077,656

Property, plant and equipment, net                                     2,037,042

Other assets, net                                                        630,288
                                                                      ----------
Total                                                                 $4,744,986
                                                                      ==========

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                         $  635,906
Current portion of capital lease obligations                              67,438
Accounts payable                                                       1,030,688
Notes payable - related parties                                            7,031
Other current liabilities                                                164,364
                                                                      ----------
TOTAL CURRENT LIABILITIES                                              1,905,427

Notes Payable - long term portion                                      1,475,869
Capital leases - long term portion                                       112,354
Deferred tax liability - long term portion                                30,361
                                                                      ----------
TOTAL LIABILITIES                                                      3,524,011
                                                                      ----------


Minority Interest                                                        170,272
                                                                      ----------


Stockholders equity:
Preferred stock - $0.001 par value, 10,000,000 shares
  authorized: Shares issued and outstanding - 0                               --
Common stock - $0.001 per value, 100,000,000 shares
  authorized: 11,051,995 shares issued and outstanding
  at December 31, 2005                                                    11,052
Additional paid-in capital                                               777,248
Retained earnings                                                        262,403
                                                                      ----------
TOTAL STOCKHOLDERS EQUITY                                              1,050,703
                                                                      ----------
Total                                                                 $4,744,986
                                                                      ==========


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements


                                        4


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
              For the Three Months Ended December 31, 2005 and 2004
                                   (UNAUDITED)

--------------------------------------------------------------------------------

                                                        2005            2004
                                                    ------------    ------------

NET SALES                                           $  1,952,280    $  1,624,650

Cost of sales                                          1,476,968       1,231,679
                                                    ------------    ------------
GROSS PROFIT                                             475,312         392,971
                                                    ------------    ------------

OPERATING EXPENSES:
     Selling, general and administrative expenses        427,806         358,975
                                                    ------------    ------------
         TOTAL OPERATING EXPENSES                        427,806         358,975
                                                    ------------    ------------

INCOME FROM OPERATIONS                                    47,506          33,996

Other Expenses/ Income                                        10           3,443
                                                    ------------    ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                  47,516          30,553

Provision for income taxes                                16,630          12,318
                                                    ------------    ------------
Income before minority interest                           30,886          18,235

Minority interest                                         (3,569)
                                                    ------------    ------------

NET INCOME                                          $     27,317    $     18,235
                                                    ============    ============
Earnings per share
   Basic                                            $       0.00    $       0.00
                                                    ============    ============
   Diluted                                          $       0.00    $       0.00

                                                    ============    ============
Weighted average common share outstanding
   Basic                                              11,051,995      11,251,995
                                                    ============    ============
   Diluted                                            11,282,764      11,482,764
                                                    ============    ============


              See accompanying footnotes to the unaudited condensed
                        consolidated financial statements


                                       5


<PAGE>

<TABLE>
                           MARKETING WORLDWIDE CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                For The Three Months Ended December 31, 2005 and 2004
                                     (UNAUDITED)

------------------------------------------------------------------------------------

                                                                 Three Months Ended
                                                                    December 31,
                                                                 2005         2004
                                                              ---------    ---------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                               $  27,317    $  18,235
                                                              ---------    ---------
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
     Depreciation                                                25,675       13,726
     Minority interest                                            3,569

CHANGES IN OPERATING ASSETS AND LIABILITIES:
     Decrease (increase) in accounts receivable                (223,235)    (228,939)
     Decrease (increase) in inventories                         179,252       48,449
     Increase in other assets                                       550      (46,761)
     Decrease in accounts payable                               143,814      157,877
     (Decrease) increase in other current liabilities             6,289      (28,818)
                                                              ---------    ---------
         TOTAL ADJUSTMENTS                                      135,914       84,466
                                                              ---------    ---------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        163,231      (66,231)
                                                              ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipments                    (119,572)     (48,658)
     Loan receivable advances                                   (73,064)           0
                                                              ---------    ---------
         NET CASH USED IN INVESTING ACTIVITIES                 (192,636)     (48,658)
                                                              ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

     Repayment of note payable - related parties                      0      (97,240)
     Proceeds from (repayment of) line of credit                 50,000     (150,000)
     Repayment of notes payable and capital leases              (26,968)      (3,691)
                                                              ---------    ---------
         NET CASH PROVIDED (USED IN)BY FINANCING ACTIVITIES      23,032     (250,931)
                                                              ---------    ---------
         NET INCREASE IN CASH AND CASH EQUIVALENTS               (6,373)    (365,820)
Cash and cash equivalents at beginning of the year              187,596      532,110
                                                              ---------    ---------
         CASH AND CASH EQUIVALENTS AT END OF THE YEAR         $ 181,223    $ 166,290
                                                              =========    =========

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:
     Cash paid during the Quarter for interest                $  26,581    $   9,396
                                                              =========    =========
     Cash paid during the Quarter for income taxes            $   1,969    $   2,500
                                                              =========    =========

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Capital lease obligations incurred in connection
with the acquisition of property, plant and equipment         $ 105,703

Deposit applied to acquisition of property, plant and
Equipment                                                        29,976


                See accompanying footnotes to the unaudited condensed
                          consolidated financial statements

                                          6
</TABLE>


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three months period ended
December 31, 2005, are not necessarily indicative of the results that may be
expected for the year ended September 30, 2006. The unaudited condensed
consolidated financial statements should be read in conjunction with the
September 30, 2005 financial statements and footnotes thereto included in the
Company's SEC Form 10KSB.

Business and Basis of Presentation
----------------------------------

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

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

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

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

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

Stock-Based Compensation
------------------------

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


                                       7


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (continued)
------------------------------------

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

Income Taxes
------------

The income tax rate utilized on an interim basis is based on the Company's
estimate of the effective income tax rate for the fiscal year ending September
30, 2006. Deferred income taxes are provided for accumulated temporary
differences due to basis of differences for assets and liabilities for financial
reporting and income tax purposes, including alternative minimum taxes. The
Company's temporary differences were deemed to be immaterial.

New Accounting Pronouncements
-----------------------------

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

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

On December 16, 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,
Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative. The Company will adopt
Statement 123(R) on October 1, 2005. Statement 123(R) permits public companies
to adopt its requirements using one of two methods:

1) A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of Statement
123(R) for all share-based payments granted after the effective date and (b)
based on the requirements of Statement 123 for all awards granted to employees
prior to the effective date of Statement 123(R) that remain unvested on the
effective date.

2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under Statement 123 for
purposes of pro forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.


                                       8


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (continued)
-----------------------------------------

The Company might adopt Statement 123(R); however, management is still
evaluating which method to adopt.

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

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

NOTE B - NOTES PAYABLE

During the three months ended December 31, 2005, the Company entered into a new
capital lease obligation totaling $105,703 which provided financing for the
purchase of a Pro Mix paint system. The Terms are 36 month Capital Lease with
Key Bank, first installment due November 10th 2005, with monthly payments of
$3,236.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of December 31,
2005, the Company has issued and outstanding 11,051,995 shares of common stock.
As of December 31, 2005, the Company has no issued and outstanding shares of
preferred stock.


NOTE D - STOCK OPTIONS AND WARRANTS

During the Three Months Ended December 31, 2005 the Company did not grant any
compensatory stock options and warrants to non-employees. Accordingly no
compensation costs were charged to operations during the three months ended
December 31, 2005.


                                        9


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

Stock Options

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to non-
employees of the Company as of December 31, 2005:

<TABLE>
                                Options Outstanding                               Options Exercisable
                        --------------------------------                       ----------------------------
                                          Weighted Average        Weighed                       Weighted
                          Number       Remaining Contractual      Average         Number        Average
   Exercise Prices     Outstanding          Life (Years)       Exercise Price  Exercisable   Exercise Price
   ---------------     -----------          ------------       --------------  -----------   --------------
<S>                       <C>                    <C>                <C>           <C>            <C>
        $ 1.00            250,000                3.00               $ 1.00        250,000        $ 1.00
                         --------               -----              -------       --------       -------
                          250,000                3.00               $ 1.00        250,000        $ 1.00
                         ========               =====              =======       ========       =======
</TABLE>

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

                                                              Weighted Average
                                           Number of Shares   Price Per Share
                                           ----------------   ---------------
       Outstanding at October 1, 2004            250,000         $   1.00
          Granted                                      -                -
          Exercised                                    -                -
          Canceled or expired                          -                -
                                               ---------         --------
       Outstanding at December 31, 2005          250,000         $   1.00
                                               =========         ========


NOTE D - STOCK OPTIONS AND WARRANTS (CONTINUED)

Warrants
--------

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to non-
employees of the Company as of December 31, 2005:

<TABLE>
                               Warrants Outstanding                                 Warrants Exercisable
                        --------------------------------                       ----------------------------
                                          Weighted Average        Weighed                       Weighted
                          Number       Remaining Contractual      Average         Number        Average
   Exercise Prices     Outstanding          Life (Years)       Exercise Price  Exercisable   Exercise Price
   ---------------     -----------          ------------       --------------  -----------   --------------
<S>                      <C>                     <C>                <C>         <C>                <C>
        $0.50            1,000,000               3.00               $ 0.50      1,000,000          $ 0.50
                        ----------              -----              -------     ----------         -------
                         1,000,000               3.00               $ 0.50      1,000,000          $ 0.50
                        ==========              =====              =======     ==========         =======
</TABLE>

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

                                                              Weighted Average
                                           Number of Shares   Price per Share
                                           ----------------   ---------------
       Outstanding at October 1, 2004          1,000,000          $   0.50
          Granted                                      -                 -
          Exercised                                    -                 -
          Canceled or expired                          -                 -
                                               ---------          --------
       Outstanding at December 31, 2005        1,000,000          $   0.50
                                               =========          ========


                                       10


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                December 31, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE E - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

On June 6, 2005 and August 8, 2005, the Company entered into a Secured Loan
Agreement with a financial institution together with JCMD Properties LLC, an
entity controlled by the Company's Chief Executive and Chief Operating officers,
respectively ("JCMD") in connection with the financing of real property and
improvements ("property"). The property is leased to the Company under a long
term operating lease beginning on January 1, 2005. Under the loan agreements,
JCMD is obligated to make periodic payments of principal repayments and
interest. The Company has no equity interest in JCMD or the property.

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

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

Included in the Company's consolidated balance sheet at December 31, 2005 are
the following net assets of JCMD:





                                      11


<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                 Notes to the Consolidated Financial Statements
                                December 31, 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

ASSETS (JCMD)
   Cash and cash equivalents                                         $   86,849
   Accounts Receivable, prepaid expenses and other current assets        97,241
                                                                     ----------

   Total current assets                                                 184,090

   Property and equipment, net of accumulated depreciation
   of $29,121                                                         1,348,224

   Other assets                                                          19,400
                                                                     ----------
 Total Assets                                                        $1,551,714
                                                                     ----------
LIABILITIES
   Current portion of long-term debt                                 $   35,573
   Accounts Payable and accrued liabilities                                   0
                                                                     ----------
         Total current liabilities                                       35,573

   Long-term debt                                                     1,345,869
                                                                     ----------
Total liabilities                                                    $1,381,442
                                                                     ----------

Net assets                                                           $  170,272


Consolidated results of operations include the following:
   Revenues - Real Estate                                            $   37,350

   Costs and expenses - Real Estate
         Operating Expenses                                              11,932
         Depreciation and amortization                                    5,500
         Interest                                                        16,349
                                                                     ----------
         Total costs and expenses - Real Estate                          33,781
                                                                     ----------

         Operating Income Real Estate                                $    3,569
                                                                     ==========


NOTE F - SUBSEQUENT EVENT

The Company has a renewed its credit facility with a bank with a maximum
borrowing limit of $750,000, expiring on January 31, 2007. 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.


                                       12


<PAGE>

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

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


BUSINESS OVERVIEW

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

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

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

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

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

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


                                       13


<PAGE>

INVENTORY MANAGEMENT

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

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

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the first three months of fiscal year 2006, cash
Provided by operations amounted to $163,231.

On March 1, 2004 an existing credit facility was replaced by a credit facility
through Key Bank, as lender for a secured revolving credit facility. The term of
the credit agreement is for a period of one year and provided for a line of
credit up to $750,000. This credit line was renewed on March 1, 2005 and was
again renewed for a period of one year on February 1, 2006.

Direct borrowings under our revolving credit facility bear interest at a rate of
prime less 1/4%. Borrowings are collateralized by substantially all of our
assets, including accounts receivable, inventory and fixed assets.

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

INTERIM RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 2005 TO THE THREE MONTHS ENDED
DECEMBER 30, 2004.

SALES. Net sales during the first quarter 2006 (three months ending December 31,
2005) were $1,952,280, an increase of $327,630, or 20.1%, compared to $1,624,650
during the first quarter 2005. Contributing to the sales increase was higher
volume associated with the expansion of the Seat Heater product line and strong
4Runner sales, the launch of the Tacoma Exhaust system program, our first
delivery of product to KIA USA and the expansion of our recently launched TMMC
Matrix component supply program directly to Toyota Canada.

GROSS MARGINS. Gross margins for the first quarter 2006 remained stable at 24%
compared to the same gross margin of 24% in 2005.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $68,831 to $427,806 in the first quarter of
2006, compared to $358,975 in the first quarter of 2005. This increase was
primarily due to an increase in administrative and sales expenses, caused by new
hiring and costs associated with the development of new programs.

In addition, MWW incurred additional interest expense of $26,581 in the first
quarter 2006 as compared to $9,396 the same quarter in 2005, an increase of
$17,185. The increased interest amount was caused by an increase in the prime
rate for MWW's credit line and the additional interest expense arising out of
the consolidation of the JCMD property for purposes of this financial statement.
MWW's portion of the total interest amount was $10,232 and JCMD was $16,349.

OPERATING INCOME. Operating income increased by $13,510 or 40% to $47,506 in the
first quarter of 2006, compared to $33,996 in the first quarter of 2005. This
increase was primarily due to the overall increased sales.

LIQUIDITY AND CAPITAL RESOURCES

As of December 30, 2005, we had working capital of $172,229. As a result of our
net income of $27,317, adjusted principally for a $223,235 increase in accounts
receivable, we provided $163,231 of cash from operating activities during the
three months ending December 31, 2005. We used $119,572 of cash to acquire new
equipment and paid cash advances to a supplier of $73,064 during the first
quarter.


                                       14


<PAGE>

We met our cash requirements during the first quarter by borrowing, $50,000
through our credit lines at Key Bank. Based on MWW's anticipated growth and the
resulting continued need for financing, it is anticipated that interest costs
will continue to increase in the future. There is no substantial seasonal trend
in our business. Fluctuations in revenues and receivables are somewhat dependent
on the automobile manufacturers' model release schedules.

Under generally accepted accounting principles, specifically FASB FIN 46-R (and
after the Security and Exchange Commission following consultation with
management determined that JCMD is a VIE), MWW consolidates the assets,
liabilities and non-controlling interest of JCMD Properties LLC, a "Variable
Interest Entity" at fair value. The following mortgage obligations of JCMD
Properties LLC pertain to the real property occupied by MWW. During fiscal 2005,
JCMD Properties LLC had an interest only first mortgage of $611,600 with Key
Bank. The interest rate was prime minus .25%. In October 2005, the $611,600 loan
converted into a 20-year SBA loan with a fixed interest rate of 5.16% and
results in a monthly payment of $4,802.74. On June 5, 2005, JCMD Properties LLC
put a $764,500 10-year second mortgage against the real property occupied by
MWW. The second mortgage has a fixed interest rate of 7.69%. The outstanding
balance at September 30, 2005 was $754,448. The assets, liabilities, revenues
and costs and expenses of JCMD Properties LLC that is now included in the
combined financial statements are not the Company's

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

MWW currently has a $750,000 line of credit, which is used to fund seasonal
working capital requirements and other financing needs. On March 1, 2004, MWW
entered into an asset based loan agreement with Key Bank N.A. to borrow up to
$750,000 (the "Loan"). The Loan matured on January 31, 2005 and was extended to
January 31, 2006 and again extended to January 2007. MWW pledged all of its
inventory, equipment, accounts, chattel paper, instruments, and letters of
credit, documents, deposit accounts, investment property, money, rights to
payment and general intangibles to secure the Loan further, Mr. Winzkowski, Mr.
Marvin and JCMD Properties, LLC (an entity controlled by Mr. Winzkowski and Mr.
Marvin) each executed a commercial guaranty for an unlimited amount in favor of
Key Bank N.A. The Loan with Key Bank N.A. is a standard asset based loan
agreement. The Loan requires MWW to attain a ratio of Total Debt to Tangible Net
Worth of less than 3.50 to 1.00 tested at the end of each fiscal year and a
ratio of Operating Cash Flow to Fixed Charges of not less than 1.50 to 1.00
tested at the end of each fiscal year for the preceding 12-month period. 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. The current
outstanding balance on the line of credit with Key Bank is approximately
$500,000. The current interest rate is 6% and is based upon 1/4 point below the
Prime Rate (currently 6.25%). The line of credit has been renewed for another
one year period on February 1, 2006. The Company is incompliance with all terms
of all loans.

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

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

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

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.


                                       15


<PAGE>

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

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

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

INVENTORY VALUATION. Inventories are valued at the lower of cost or market. Cost
is generally determined on the average cost method basis. Where appropriate,
standard cost systems are utilized for purposes of determining cost; the
standards are adjusted as necessary to ensure they approximate actual costs.
Estimates of lower of cost or market value of inventory are determined at the
reporting unit level and are based upon the inventory at that location taken as
a whole. These estimates are based upon current economic conditions, historical
sales quantities and patterns and, in some cases, the specific risk of loss on
specifically identified inventories.

We also evaluate inventories on a regular basis to identify inventory on hand
that may be obsolete or in excess of current and future projected market demand.
For inventory deemed to be obsolete, we provide a reserve on the full value of
the inventory. Inventory that is in excess of current and projected use is
reduced by an allowance to a level that approximates our estimate of future
demand.

SALES RETURNS AND OTHER ALLOWANCES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS. The
preparation of financial statements requires our management to make estimates
and assumptions that affect the reported amount of assets and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Specifically, our management must make estimates of potential future product
returns related to current period product revenue. Management analyzes
historical returns, current economic trends, and changes in customer demand when
evaluating the adequacy of the sales returns and other allowances. Significant
management judgments and estimates must be made and used in connection with
establishing the sales returns and other allowances in any accounting period. At
December 31, 2005, the allowance for sales returns totaled $0.

Similarly, our management must make estimates of the uncollectability of our
accounts receivables. Management specifically analyzes accounts receivable and
analyzes historical bad debts, customer concentrations, customer
credit-worthiness, current economic trends and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. At
December 31, 2005, there were no determined requirements for the allowance for
doubtful accounts.

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

Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets. At December 31, 2005, we
had an income tax expense provision of approximately $16,630. The valuation is
based on our estimates of taxable income by jurisdiction in which we operate.


                                       16


<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. With respect to
goodwill, if necessary, we will test for potential impairment in the fourth
quarter of each year as part of our annual budgeting process.

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

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


OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.


ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of December 31, 2005,
the Company's management carried out an evaluation, under the supervision of the
Company's Chief Executive Officer and the Chief Financial Officer of the
effectiveness of the design and operation of the Company's system of disclosure
controls and procedures pursuant to the Securities and Exchange Act, Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective, as of the date of their
evaluation, for the purposes of recording, processing, summarizing and timely
reporting material information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

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

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         There are no current legal proceedings.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

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

ITEM 5.  OTHER INFORMATION

         None.


                                       17


<PAGE>

ITEM 6. EXHIBITS

(a) EXHIBIT(S) DESCRIPTION

    Exhibits                                                            Page No.
    --------                                                            --------

    (3)(i)   Certificate of Incorporation *
    (3)(ii)  Bylaws *
    (4)(1)   Form of Common Stock Certificate *
    (4)(2)   Common Stock Purchase Warrant with Wendover Investments
             Limited *
    (4)(3)   Stock Option Agreement with Richard O. Weed *
    (5)      Opinion on Legality *****
    (10)(1)  Consulting Agreement with Rainer Poertner ***
    (10)(2)  Fee Agreement with Weed & Co. LLP *
    (10)(3)  Purchase Agreement MWW and MWWLLC *
    (10)(4)  Amendment to Purchase Agreement between MWW and MWWLLC **
    (10)(5)  Employment Agreement with CEO Michael Winzkowski **
    (10)(6)  Employment Agreement with COO/CFO James Marvin **
    (10)(7)  Loan Agreement with KeyBank N.A. ***
    (10)(8)  Amendment to Consulting Agreement with Rainer Poertner ***
    (10)(9)  Employment Agreement with Greg Green ****
    (10)(10) Real Property Lease Agreement for 11224 Lemen Road,
             Suite A ****
    (10)(11) Real Property Lease Agreement for 11236 Lemen Road ****
    (10)(12) Supplier and Warranty Agreement ****
    (10)(13) Business Loan Agreement April 4, 2005 with KeyBank
             N.A. ******
    (10)(14) Supplier and Warranty Agreement ****
    (10)(15) Blanket Purchase Order, Non-Disclosure and Confidentiality
             Agreement ******
    (10)(16) Lease Agreement and Amendment to Lease Agreement with JCMD
             Properties, LLC ******
    (10)(17) Consulting Agreement with Rainer Poertner dated July 1,
             2005 ******
    (10)(18) Waiver of Cashless Exercise Provisions in Warrant by
             Wendover Investments Ltd. *******
    (10)(19) Waiver of Cashless Exercise Provisions in Stock Option
             by Richard O. Weed *******
    (10)(20) Extension of Employment Agreement with Michael Winzkowski
             dated October 15, 2005
    (10)(21) Extension of Employment Agreement with James Marvin dated
             October 15, 2005
    (21)     Subsidiaries of Registrant *
    (31)(1)  Certification of Chief Executive Officer pursuant to Section
             302 of the Sarbanes-Oxley Act of 2002.
    (31)(2)  Certification of Chief Financial Officer pursuant to Section
             302 of the Sarbanes-Oxley Act of 2002.
    (32)(1)  Certification of Chief Executive Officer pursuant to Section
             906 of the Sarbanes-Oxley Act of 2002, furnished under Exhibit
             32 of Item 601 of Regulation S-K.
    (32)(2)  Certification of Chief Financial Officer pursuant to Section
             906 of the Sarbanes-Oxley Act of 2002, furnished under Exhibit
             32 of Item 601 of Regulation S-K

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

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

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

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

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

   ****** previously filed on September 15, 2005 as part of the Form SB-2 of
          Marketing Worldwide Corporation SEC File 333-123380 Accession Number
          0001019687-05-002649.

  ******* previously filed on December 7, 2005 as part of the Form SB-2 of
          Marketing Worldwide Corporation SEC File 333-123380 Accession Number
          0001019687-05-003367.


                                       18


<PAGE>

                                   SIGNATURE

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

                                    Marketing WorldWide Corporation
                                    (Registrant)


(Date): February 15, 2006            /S/ JAMES MARVIN
                                    --------------------------------------------
                                    James Marvin
                                    Vice President Finance,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                    19


<PAGE>

<TABLE>
EXHIBIT INDEX
<S>                                                                                          <C>
(10)(20) Extension of Employment Agreement with Michael Winzkowski dated October 15, 2005    Page 21
(10)(21) Extension of Employment Agreement with James Marvin dated October 15, 2005          Page 22
(31)(1)  Certification of Chief Executive Officer pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.                                              Page 23
(31)(2)  Certification of Chief Financial Officer pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.                                              Page 24
(32)(1)  Certification of Chief Executive Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item
         601 of Regulation S-K.                                                              Page 25
(32)(2)  Certification of Chief Financial Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item
         601 of Regulation S-K                                                               Page 26


                                                   20
</TABLE>