FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vision Capital Advantage Fund, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/23/2008 

3. Issuer Name and Ticker or Trading Symbol

MARKETING WORLDWIDE CORP [MWWC.OB]

(Last)        (First)        (Middle)

20 W. 55TH STREET, 5TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock ($0.001 par value)   981800   D   (1)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock     (2)   (2) Common Stock ($0.001 par value)   1596912   $.50   D   (1)
 
Series B Convertible Preferred Stock     (3)   (3) Common Stock ($0.001 par value)   2720020   $1.69   D   (1)
 

Explanation of Responses:
( 1)  VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. (the "Fund"), the direct owner of the subject securities. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
( 2)  The Fund owns 798,456 shares of Series A Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into two (2) shares of the Issuer's Common Stock. The Series A Convertible Preferred Stock has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series A Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice.
( 3)  The Fund owns 272,002 shares of Series B Convertible Preferred Stock, each of which is convertible at any time, at the holder's election, into ten (10) shares of the Issuer's Common Stock. The Series B Convertible Preferred Stock has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series B Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vision Capital Advantage Fund, L.P.
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
X

VCAF GP, LLC
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
X


Signatures
/s/ Adam Benowitz 9/25/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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