UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~April 62, ~~2012~~2013

Marketing Worldwide Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-50586	68-0566295
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2212 Grand Commerce Dr., Howell, Michigan 48855

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (517) 540-0045

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 3.0203. ~~UNREGISTERED~~Material ~~SALES~~Modification OFto ~~EQUITY~~Rights ~~SECURITIES~~of Security Holders

On ~~September~~April 62, ~~2012~~2013, Marketing Worldwide Corporation (the “Company”) ~~issued~~ ~~28,770,000~~filed ~~shares~~a Certificate of Amendment to its ~~common~~Certificate ~~stock~~of atIncorporation based upon receipt of a written consent to ~~certain~~action ~~employees~~dated March 8, ~~consultants~~2013 ~~and~~from ~~advisors~~four inpersons ~~order~~holding tomajority ~~retain~~voting ~~the~~power ~~services~~ of ~~these 26 individuals~~the Company. ~~The~~These ~~Company~~four ~~will~~persons ~~record~~took aaction ~~non-cash~~by ~~charge~~written ~~for~~consent ~~the~~to ~~retention~~approve ~~payments~~a of1:100 ~~$.006~~reverse ~~per~~split ~~share~~of ~~(based~~the ~~upon~~Company’s ~~closing~~common ~~bid~~stock ~~price~~and onto ~~August~~increase ~~16,~~the ~~2012)~~authorized orcapital ~~$172,620.~~stock ~~There~~of ~~was~~the noCompany ~~underwriter,~~to noconsist ~~underwriting~~of ~~discounts~~Ten orBillion ~~commissions,~~Nine noHundred Ten ~~general~~Million ~~solicitation~~(10, ~~no advertisement~~910,000,000) ~~and~~shares ~~resale~~of ~~restrictions~~which ~~were~~stock ~~imposed~~Ten byBillion ~~placing~~Nine aHundred ~~Rule~~Million ~~144~~(10,900,000,000) ~~legend~~shares onof the ~~certificates.~~par ~~The~~value ~~persons who received~~of ~~securities~~$.00001 ~~have~~each ~~such~~shall ~~knowledge~~be incommon ~~business~~stock and ~~financial~~of ~~matters~~which ~~that~~Ten ~~he/she/it~~Million is(10,000,000) ~~capable~~shares of ~~evaluating~~ the ~~merits~~par ~~and~~value ~~risks~~ of ~~the~~ ~~transaction~~$.001 ~~This~~each ~~transaction~~shall ~~was~~be ~~exempt~~preferred stock. ~~from~~A ~~registration~~copy ~~under~~of the ~~Securities~~Certificate ~~Act~~ of ~~1933,~~Amendment ~~based~~to ~~upon~~the ~~Section~~Certificate ~~4(2)~~of ~~for~~Incorporation ~~transactions by~~of ~~the~~Marketing ~~issuer~~Worldwide ~~not~~Corporation ~~involving~~is attached ~~any~~to ~~public~~this ~~offering~~report as Exhibit 1.

AtBased ~~the~~upon ~~close~~covenants ofin ~~business~~certain onSecurities ~~September~~Purchase 6,Agreements and ~~2012~~Convertible Promissory Notes, the Company ~~had 34,481,956~~is required to reserve shares of its common stock ~~issued~~for future issuance. The significant increase in the amount of authorized shares was made by the four persons holding majority voting power to accommodate the requirements of the covenants in certain Securities Purchase Agreements and ~~outstanding~~Convertible Promissory Notes.

~~ITEM~~At April 8, 2013, the Company had 2,825,010,593 shares issued and outstanding.~~01.~~ ~~OTHER~~The ~~EVENTS~~Company is coordinating the implementation of the 1:100 reverse split of the Company’s common stock with FINRA and anticipates approval and implementation by FINRA in the coming weeks.

~~Subsequent~~The toCompany’s ~~July~~Series 12D stockholders, ~~2012~~who hold majority voting power, the ~~effective~~board ~~date~~and management are taking actions based upon their informed business judgment to continue operations for the benefit of the creditors and shareholders of the Company~~’s reverse~~. ~~stock~~Since ~~split~~the Company is in the zone of insolvency, the Company ~~issued~~must consider ~~2,040,539~~the ~~shares~~interests of both shareholders and creditors. As the Company strives to repay its debt and secure capital to support higher revenue in future periods, there will be dilution to existing stockholders caused by the issuance of common stock ~~pursuant~~for cash and in exchange for debt. While management seeks to minimize the ~~conversion~~dilution ~~terms~~to ofexisting ~~the~~stockholders, ~~Company~~multiple factors beyond management’s ~~outstanding~~control, ~~securities~~such as general economic conditions, ~~which~~the ~~includes~~availability ~~shares~~of ~~Series~~and Eterms ~~Convertible~~available ~~Preferred~~for ~~Stock~~debt and ~~Convertible~~equity ~~Notes.~~funding, ~~The~~and ~~shares~~the trading price of the Company’s common stock, ~~were~~have ~~issued~~a ~~without~~significant ~~registration~~impact ~~under~~on ~~the~~this ~~Securities~~effort. ~~Act~~The ofCompany’s ~~1933~~effort ~~based~~to ~~upon~~restructure its ~~legal~~operations ~~opinions~~and ~~provided~~ to ~~the~~report ~~Company~~positive cash flow and ~~its transfer~~profits ~~agent~~is expected to take 6-12 months. Investors are cautioned that ~~registration~~these efforts ~~was~~may not ~~required~~be successful.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits

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 hereunto duly authorized.

Exhibit #	Description
Exhibit 1	Certificate of Amendment to the Certificate of Incorporation

~~Date: September 7, 2012~~SIGNATURES

~~Marketing~~Pursuant ~~Worldwide~~to ~~Corporation~~the ~~/s/~~requirements ~~Charles~~of ~~Pinkerton~~the ~~Charles~~Securities ~~Pinkerton~~Exchange ~~Chief~~Act of ~~Executive~~1934, ~~Officer~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 9, 2013

	Marketing Worldwide Corporation


	/s/ Charles Pinkerton
	Charles Pinkerton
	Chief Executive Officer

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