<PAGE>

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


                                  FORM 10-QSB/A

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

                                       OR

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

                        Commission file number 333-46682

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

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

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

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

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

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

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

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

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





<PAGE>

                         MARKETING WORLDWIDE CORPORATION

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

                                Table of Contents


PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheet:
                      March 31, 2005 (unaudited)

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

                  Condensed Consolidated Statement of Stockholder Equity
                      (unaudited): Six Months Ended March 31, 2005

                  Condensed Consolidated Statements of Cash Flows (unaudited):
                      Six Months Ended March 31, 2005 and 2004

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

         Item 2.  Management Discussion and Analysis

         Item 3. Controls and Procedures

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits



                                        2




<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

The following unaudited Condensed Consolidated Financial Statements as of March
31, 2005 and for the three months and six months ended March 31, 2005 and 2004
have been prepared by Marketing Worldwide Corporation, a Delaware corporation.


                                             3




<PAGE>

                         MARKETING WORLDWIDE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                                     (Unaudited)
                                                                      March 31,
                                                                        2005
                                                                     -----------

ASSETS
Current assets:
Cash and cash equivalents                                            $   72,358
Accounts receivable, net                                                992,280
Inventories                                                             708,945
Other current assets                                                    438,803

                                                                     -----------
TOTAL CURRENT ASSETS                                                  2,212,386

Property, plant and equipment, net                                      372,414
Other assets, net                                                           613

                                                                     -----------
                                                                     $2,585,413
                                                                     ===========

LIABILITIES STOCKHOLDERS EQUITY
Current liabilities:
Notes payable                                                        $  557,652
Current portion of capital lease obligations                             14,409
Accounts payable                                                        637,156
Notes payable - related parties                                         104,271
Other current liabilities                                               133,183

                                                                     -----------
TOTAL CURRENT LIABILITIES                                             1,446,671
                                                                     -----------

Notes Payable - long term portion                                       182,591
Capital leases - long term portion                                       34,569
Deferred tax liability - long term portion                               30,361
                                                                     -----------
TOTAL LIABILITIES                                                     1,694,192
                                                                     -----------

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 March 31, 2005             11,052
Additional paid-in capital                                              777,248
Retained earnings                                                       102,921
                                                                     -----------
    TOTAL STOCKHOLDERS EQUITY                                           891,221
                                                                     -----------
                                                                     $2,585,413
                                                                     ===========


              See accompanying footnotes to the unaudited condensed
                       consolidated financial statements

                                        4




<PAGE>

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


                                                       Six Months Ended                  Three Months Ended
                                                           March 31,                          March 31,
                                                 -----------------------------      -----------------------------
                                                     2005             2004              2005             2004
                                                 ------------     ------------      ------------     ------------
<S>                                              <C>              <C>               <C>              <C>
Sales                                            $  3,497,095     $  3,740,122      $  1,872,445     $  1,663,848

Cost of sales                                       2,631,026        2,630,048         1,399,347        1,197,213
                                                 ------------     ------------      ------------     ------------
Gross profit                                          866,069        1,110,074           473,098          466,635

Operating Expenses
Selling, general and administrative expenses          779,911          831,034           420,936          404,966
                                                 ------------     ------------      ------------     ------------
Total Operating Expenses                              779,911          831,034           420,936          404,966


Income from operations                                 86,158          279,040            52,162           61,669

Interest expense (income)                              18,787           19,425            18,787           10,277
Other expense (income)                                  5,663          (10,800)            2,220          (10,145)
                                                 ------------     ------------      ------------     ------------
Income before income taxes                             61,708          270,415            31,155           61,537

Provision for income taxes                             24,147           97,300            11,829           20,900
                                                 ------------     ------------      ------------     ------------
Net Income                                       $     37,561     $    173,115      $     19,326     $     40,637
                                                 ============     ============      ============     ============
Earnings per share
         Basic                                   $         --     $       0.02      $         --     $         --
                                                 ============     ============      ============     ============
         Diluted                                 $         --     $       0.02      $         --     $         --
                                                 ============     ============      ============     ============

Weighted average common stock outstanding
         Basic                                     11,218,662       10,004,000        11,185,328       10,004,000
                                                 ============     ============      ============     ============
         Diluted                                   11,449,431       10,004,000        11,416,097       10,004,000
                                                 ============     ============      ============     ============


                              See accompanying footnotes to the unaudited condensed
                                        consolidated financial statements

                                                        5
</TABLE>




<PAGE>

<TABLE>
                                                 MARKETING WORLDWIDE CORPORATION
                                    CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                            For the Six Months Ended December 31, 2004
                                                           (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------------

                                      Preferred                         Common        Additional                       Total
                       Preferred        Stock           Common          Stock          Paid-in        Retained      Stockholders'
                        Shares          Amount          Stock           Amount         Capital        Earnings        Equity
                      -----------    ------------    -----------     -----------     -----------     -----------    -----------
<S>                            <C>   <C>              <C>            <C>             <C>             <C>            <C>
Balance at
October 1, 2004                --    $         --     11,251,995     $    11,252     $   907,048     $    65,360    $   983,660
                      -----------    ------------    -----------     -----------     -----------     -----------    -----------

Shares surrendered             --              --       (200,000)           (200)       (129,800)             --       (130,000)

Net income                     --              --             --              --              --          37,561         37,561
                      -----------    ------------    -----------     -----------     -----------     -----------    -----------
Balance at
  March 31, 2005               --    $         --     11,051,995     $    11,052     $   777,248     $   102,921    $   891,221
                      ===========    ============    ===========     ===========     ===========     ===========    ===========


                                      See accompanying footnotes to the unaudited condensed
                                                consolidated financial statements

                                                                6
</TABLE>




<PAGE>

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


                                                               Six Months Ended
                                                                   March 31,
                                                             2005              2004
                                                         ------------      ------------
<S>                                                      <C>               <C>
Cash flows from operating activities:

Net cash used in operating activities                        (298,775)          (59,890)
                                                         ------------      ------------

                                                         ------------      ------------
Net cash (used in) provided by investing activities          (64,705)           17,809
                                                         ------------      ------------

                                                         ------------      ------------
Net cash used in financing activities                        (96,272)          (20,248)
                                                         ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (459,752)          (62,329)

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

                                                         ------------      ------------
Cash and cash equivalents at the end of period           $     72,358      $    162,488
                                                         ============      ============

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Fixed assets purchased against notes payable             $     99,147      $         --
                                                         ============      ============
Fixed assets purchased against capital leases            $     45,829      $         --
                                                         ============      ============


Membership interest converted to notes payable
To related parties                                       $         --      $    100,000
                                                         ============      ============

Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                    $     18,787      $     19,848
                                                         ============      ============
Taxes paid in cash                                       $      4,000      $         --
                                                         ============      ============


                 See accompanying footnotes to the unaudited condensed
                           consolidated financial statements

                                           7
</TABLE>




<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 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 and six-month
period ended March 31, 2005, are not necessarily indicative of the results that
may be expected for the year ended September 30, 2005. The unaudited condensed
consolidated financial statements should be read in conjunction with the
September 30, 2004 financial statements and footnotes thereto included in the
Company's SEC Form 10KSB.

Basis of Presentation
---------------------

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

The consolidated financial statements include the accounts of the Registrant and
its wholly-owned subsidiary, marketing Worldwide LLC. All significant
inter-company transactions and balances have been eliminated in consolidation.

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.


                                       8




<PAGE>

                         MARKETING WORLDWIDE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 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 March 31, 2005 and 2004.

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

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


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

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.


                                       9




<PAGE>

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


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

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

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


                                       10




<PAGE>

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


NOTE B - CAPITAL STOCK

The Company is authorized to issue 110,000,000 shares of which stock 100,000,000
shares of par value of $.001 each shall be common stock and of which 10,000,000
shares of par value of $.001 each shall be preferred stock. As of march 31,
2005, the Company has issued and outstanding 11,051,955 shares of common stock.
As of March 31, 2005, the Company has no issued and outstanding shares of
preferred stock.

The Company has cancelled 200,000 shares of common stock, which were issued to a
consultant in June, 2004 have been surrendered back to the company. The shares
were issued subject to the delivery of certain investor relations services to
the company. The services have not been delivered and accordingly consultant has
agreed to surrender the shares to the company.


NOTE C - STOCK OPTIONS AND WARRANTS

During the six months ended March 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 six months ended March
31, 2005.

Stock Options
-------------

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of March 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                3.75               $ 1.00        250,000        $ 1.00
                         --------               -----              -------       --------       -------
                         250,000                3.75               $ 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 March 31, 2005             250,000         $   1.00
                                               =========         ========


                                       11




<PAGE>

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


NOTE C - STOCK OPTIONS AND WARRANTS (CONTINUED)

Warrants
--------

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company as of March 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               3.75               $ 0.50      1,000,000          $ 0.50
                        ----------              -----              -------     ----------         -------
                        1,000,000               3.75               $ 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 March 31, 2005           1,000,000          $   0.50
                                               =========          ========


                                       12




<PAGE>

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

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

BUSINESS OVERVIEW

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

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

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


                                       13




<PAGE>

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
generally being recognized at the time of shipment. It is in these quarters of
new model releases that demand for our products is typically the highest.

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

INVENTORY MANAGEMENT

In addition to the implantation of "Just-In-Time" inventory management, we also
face limited potential inventory management issues as a result of warranty and
overstock. Many of our products carry a warranty ranging from a 90-day limited
warranty to a lifetime limited warranty, which generally covers defects in
materials or workmanship and failure to meet industry published specifications.
In addition to warranty returns, while warranty claims are handled 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 better estimate potential future product returns.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES. During the first six months of fiscal year 2005, cash used
in operations amounted to $298,775. The increase is primarily attributable to
increased levels of inventories and accounts receivable.

On March 1, 2004 this credit facility was replaced by a credit facility by 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.

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 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 MARCH 31, 2005 TO THE THREE MONTHS ENDED MARCH
31, 2004.

SALES. Net sales in the second quarter of 2005 were $1,872,445, an increase of
$208,597, or 12.5%, compared to $1,663,848 in the second quarter of 2004.
Contributing to the sales increase was higher volume associated with the
expansion of the Seat Heater product line and our recently launched TMMC Matrix
component supply program for Toyota Canada.


                                       14




<PAGE>

GROSS MARGINS. Gross margins for the second quarter reflected a slight decrease
to 25% from 28%, due to product sales mix and higher purchasing cost of raw
components abroad and in the US.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $15,970 to $420,936 in the second quarter
of 2005, compared to $404,966 in the second quarter of 2004. This increase was
primarily due to an increase in administrative and sales expenses, caused by new
hiring, costs associated with facility relocation and the addition of new
programs.

OPERATING INCOME. Operating income decreased by $9,507 to $52,162 in the second
quarter of 2005, compared to $61,669 in the second quarter of 2004. This
decrease was primarily due to the overall increase in material and
administrative costs as discussed above.

OTHER INCOME (EXPENSE), NET. Other income, net, decreased primarily due to
unfavorable foreign exchange losses.

INTEREST EXPENSE. Interest expense increased by $8,510 in the second quarter of
2005 compared to the same period in 2004, due to the higher average borrowings.

COMPARISON OF SIX MONTHS ENDED MARCH 31, 2005 TO THE SIX MONTHS ENDED MARCH
31,2004

SALES. Net sales for the six months ended March 31, 2005 were $3,497,095, a
decrease of $243,027, or 6.5%, compared to $3,740,122 in the same period of
2004. The change was due to lower sales in the current Camry and Corolla model
product lines.

GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
decreased by 4.9% percentage points to 24.8% for the six months ended March 31,
2005 from 29.7% in the same period of 2004. The decrease was mainly reflective
of the increases in raw materials costs and product mix.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $779,911 for the six months ended March 31,
2005, compared to $831,034 in the same period of 2004. The decrease is due to
several cost saving measures the company has implemented in different areas.

OPERATING INCOME. Operating income decreased to $86,158 for the six months ended
March 31, 2005, compared to $279,040 in the same period in 2004, primarily due
to lower margins based on product mix and reduced overall sales revenue.

OTHER INCOME (EXPENSE), NET. Other income, net, decreased by $ 16,463 primarily
due to unfavorable foreign exchange rates, produced by the weakening of the
dollar against the Euro, generating lower profits from conversion compared to
the 6 months period in 2004.

INTEREST EXPENSE. Interest expense decreased by $638 for the six months ended
March 31, 2005 compared to the same period in 2004, due to lower average
borrowings against the company's credit line.

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


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<PAGE>

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.

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
March 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
March 31, 2005, there were no determined requirements for the allowance for
doubtful accounts. This is based on the fact that the company has never had to
account for a bad debt.

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


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<PAGE>

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 March 31, 2005, we
had an income tax expense provision of approximately $24,147. The valuation is
based on our estimates of taxable income by jurisdiction in which we operate.

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

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

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


OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES


a) Evaluation of Disclosure Controls and Procedures. As of March 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.



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<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES

         None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



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

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


ITEM 5.    OTHER INFORMATION



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<PAGE>

ITEM 6. EXHIBITS

(a) EXHIBIT(S) DESCRIPTION

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

    (3)(i)   Certificate of Incorporation *
    (3)(ii)  Bylaws *
    (4)(1)   Form of Common Stock Certificate *
    (4)(2)   Common Stock Purchase Warrant with Wendover Investments Limited *
    (4)(3)   Stock Option Agreement with Richard O. Weed *
    (5)      Opinion on Legality *****
    (10)(1)  Consulting Agreement with Rainer Poertner ***
    (10)(2)  Fee Agreement with Weed & Co. LLP *
    (10)(3)  Purchase Agreement MWW and MWWLLC *
    (10)(4)  Amendment to Purchase Agreement between MWW and MWWLLC **
    (10)(5)  Employment Agreement with CEO Michael Winzkowski **
    (10)(6)  Employment Agreement with COO/CFO James Marvin **
    (10)(7)  Loan Agreement with KeyBank N.A. ***
    (10)(8)  Amendment to Consulting Agreement with Rainer Poertner ***
    (10)(9)  Employment Agreement with Greg Green ****
    (10)(10) Real Property Lease Agreement for 11224 Lemen Road, Suite A ****
    (10)(11) Real Property Lease Agreement for 11236 Lemen Road ****
    (10)(12) Supplier and Warranty Agreement ****

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

    (21)     Subsidiaries of Registrant *
    (31)(1)  Certification of Chief Executive Officer pursuant to Section
             302 of the Sarbanes-Oxley Act of 2002.
    (31)(2)  Certification of Chief Financial Officer pursuant to Section
             302 of the Sarbanes-Oxley Act of 2002.
    (32)(1)  Certification of Chief Executive Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item
             601 of Regulation S-K.
    (32)(2)  Certification of Chief Financial Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002, furnished under Exhibit 32 of Item
             601 of Regulation S-K

         * previously filed on February 11, 2004 as part of the Registration

         Statement on Form 10-SB12G of Marketing Worldwide Corporation SEC File
         0-50586 Accession Number 1019687-4-279.

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

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

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

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


         ****** previously filed on May 16, 2005 as part of the Form 10-QSB for
         the period ending March 31, 2005 SEC File 0-50586 Accession Number
         1019687-5-1392.



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<PAGE>

                                   SIGNATURE

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

                                    Marketing WorldWide Corporation
                                    (Registrant)


(Date): October 25, 2005            /S/ JAMES MARVIN
                                    --------------------------------------------
                                    James Marvin
                                    Vice President Finance,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



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