Washington, D.C. 20549
Common Stock, par value $0.001
CUSIP # 57061T201
January 22, 2013
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
|
CUSIP No. 57061T201
|
13G
|
Page 1 of 4
|
|
1.
|
Name of Reporting Person Black Arch Opportunity Fund LP
|
|
|
|
|
|
|
|
I.R.S. Identification No. of Above Person (entities
only)
46-1609537
|
|
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
(a)
o
|
|
|
|
(b)
x
|
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization Florida
|
|
|
|
|
|
|
|
5.
|
Sole Voting Power
|
37,012,200
|
|
|
|
|
|
|
Number of Shares
|
6.
|
Shared Voting Power
|
37,012,200
|
|
Owned by Each
|
|
|
|
|
Reporting Person
|
7.
|
Sole Dispositive Power
|
37,012,200
|
|
With
|
|
|
|
|
|
8.
|
Shared Dispositive Power
|
37,012,200
|
|
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
37,012,200
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row 9 Excludes Certain Shares
|
o
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount
in Row 9
7.9%
|
|
|
|
|
|
|
12.
|
Type of Reporting Person
PN
|
|
|
CUSIP No. 57061T201
|
13G
|
Page 2 of 4
|
ITEM 1 (a) NAME OF ISSUER: Marketing
Worldwide Corporation
(b) ADDRESS OF
ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2212 Grand Commerce Drive, Howell, Michigan 48855
ITEM 2 (a) NAME OF PERSON FILING
Black Arch Opportunity Fund LP
(b) ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE
230 Park Ave. Suite 539 New York, NY 10169
(c) CITIZENSHIP
United States of America
(d) TITLE OF
CLASS OF SECURITIES
Common Stock, Par Value
$0.001
(e) CUSIP NUMBER
57061T201
ITEM 3 If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
o
Broker or dealer registered under section 15 of the Act
|
|
|
(b)
|
o
Bank as defined in section 3(a)(6) of the Act
|
|
|
(c)
|
o
Insurance company as defined in section 3(a)(19)
of the Act
|
|
|
(d)
|
o
Investment company registered under section
8 of the Investment Company Act of 1940
|
|
|
(e)
|
o
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
o
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
o
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G)
|
|
|
(h)
|
o
A savings association as defined in section 3(b) of the Federal Deposit Insurance
Act
|
|
|
(i)
|
o
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940
|
|
|
(j)
|
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
|
|
|
|
|
|
|
If this statement is filed pursuant to Rule 13d-1(c), check this box
¨
|
|
CUSIP No. 57061T201
|
13G
|
Page 3 of 4
|
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
Reporting Person is
the beneficial owner of
37,012,200
shares of common stock. In addition, Reporting Person holds
Issuer’s Series E 6% Convertible Preferred Stock notes in the aggregate principal amount of $18,300. The Series E Convertible
Preferred Stock may not be converted into common stock such that the Reporting Person would beneficially own more the 9.99% of
the Issuer’s common stock at any given time. Reporting Person disclaims beneficial ownership of the Issuer’s securities
held by any other person or entity.
(b) Percent of class:
9.76
%
(c) Number of shares as to which the person has:
(i) Sole power to
vote or to direct the vote:
37,012,200
(ii) Shared power
to vote or to direct the vote:
37,012,200
(iii) Sole power to
dispose or to direct the disposition of:
37,012,200
(iv) Shared power
to dispose or to direct the disposition of:
37,012,200
ITEM 5 OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
|
CUSIP No. 57061T201
|
13G
|
Page 4 of 4
|
ITEM 8 IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE
OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Black Arch Opportunity Fund LP
|
|
|
|
|
|
|
|
/s/ Scott Levin
|
|
|
|
|
|
|
|
By:
Scott Levin
|
|
|
|
|
|
|
|
Its: President of the
General Partner
|
|
|
|
|
|
|
|
Date: January 22, 2013
|