FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VISION CAPITAL ADVISORS, LLC 		2. Issuer Name and Ticker or Trading Symbol

MARKETING WORLDWIDE CORP [ MWWC.OB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

20 W. 55TH STREET, 5TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/23/2008
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ($0.001 par value)   9/23/2008     J (5)    981800   D $.1413   3321878   I   By Vision Opportunity Master Fund, Ltd.   (1)
Common Stock ($0.001 par value)   9/23/2008     J (5)    981800   A $.1413   981800   I   By Vision Capital Advantage Fund, L.P.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   $.50   9/23/2008     J   (5)       798456      (3)   (3) Common Stock ($0.001 par value)   1596912   $.2826   2701544   I   By Vision Opportunity Master Fund, Ltd.   (1)
Series A Convertible Preferred Stock   $.50   9/23/2008     J   (5)    798456         (3)   (3) Common Stock ($0.001 par value)   1596912   $.2826   798456   I   By Vision Capital Advantage Fund, L.P.   (2)
Series B Convertible Preferred Stock   $1.69   9/23/2008     J   (5)       272002      (4)   (4) Common Stock ($0.001 par value)   2720020   $1.4343   920306   I   By Vision Opportunity Master Fund, Ltd.   (1)
Series B Convertible Preferred Stock   $1.69   9/23/2008     J   (5)    272002         (4)   (4) Common Stock ($0.001 par value)   2720020   $1.4343   272002   I   By Vision Capital Advantage Fund, L.P.   (2)

Explanation of Responses:
( 1)  Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. 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, as amended (the "Exchange Act") or for any other purpose.
( 2)  The Investment Manager serves as the investment manager to Vision Capital Advantage Fund, L.P. (the "VCAF"), 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 Exchange Act or for any other purpose.
( 3)  The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The holder 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 holder 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 holder upon 61 days notice.
( 4)  The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The holder 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 holder 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 holder upon 61 days notice.
( 5)  On September 23, 2008, the Fund transferred a percentage of its holdings in the Issuer (among other holdings) to VCAF as part of an internal rebalancing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VISION CAPITAL ADVISORS, LLC
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
X

BENOWITZ ADAM
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
X

VISION OPPORTUNITY MASTER FUND, LTD.
20 W. 55TH STREET, 5TH FLOOR
NEW YORK, NY 10019
X


Signatures
/s/ Adam Benowitz 9/30/2009
** 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 4(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.
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