**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**




(Mark
      One)




**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended December 31, 2006**




**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the transition period from ________ to ________**





*Commission
      File No. 000-26139*




**Titan
      Energy Worldwide, Inc.**




Nevada
            26-0063012(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)





8880
      Rio
      San Diego Drive, San Diego, CA 92108


(Address
      of principal executive offices) (Zip Code)




Company’s
      telephone number, including area code: (619) 209-6096




Securities
      registered under Section 12(b) of the Exchange Act: None.




Securities
      registered under Section 12(g) of the Exchange Act:




Common
      stock, par value $0.0001 per share.


(Title
      of
      class)




Indicate
      by check mark whether the Company (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 twelve months (or such shorter period that the Company was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days.


Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





State
      issuer’s revenues for its most recent fiscal year: $0.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      March
      15, 2007: $377,521.





Indicate
      the number of shares outstanding of each of the Company’s classes of common
      stock as of April 12, 2007: 7,253,942 shares.





Documents
      incorporated by reference: None.





Transitional
      Small Business Disclosure Format (Check one): Yes o ; No x








**Explanatory
        Note**
 
 As
        previously announced and disclosed in a Form 10-QSB dated August 20, 2007,
        Titan
        Energy Worldwide, Inc. (“TEWI” or “the Company”) has restated its consolidated
        balance sheet as of December 31, 2006, and the related consolidated statements
        of income, stockholders’ equity and cash flows for fiscal year ended December
        31, 2006 in this Form 10-KSB/A as discussed in Note 1, “Restatement of
        Consolidated Financial Statements” in the Notes to Consolidated Financial
        Statements.  These restatements relate to (i) the Company’s
        recognition of Beneficial Conversion Feature in convertible debt with detachable
        warrants, (ii) the correction of errors relating to the purchase price
        allocation, and (iii) the recognition of revenue for the sale consulting
        service.  The Company has amended its previously filed Quarterly Reports on
        Form 10-QSB for the quarters ended September 30, 2006 and March 31, 2007
        affected by this restatement.
 
 **Beneficial
        Conversion Feature:**
 
 In
        accordance with Emerging Issues Task Force Issue 98-5 “Accounting for
        Convertible Securities with a Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios” (“EITF 98-5”), the Company recognized a beneficial
        conversion feature present in the Convertible Note. The Company recognized
        and
        measured an aggregate of $105,000 of the proceeds, which is equal to the
        intrinsic value of the embedded beneficial conversion feature, additional
        paid-in capital and a discount against the Convertible Notes. The debt discount
        attributed to the beneficial conversion feature is amortized over the
        Convertible Note’s maturity period (two year) as interest expense. In the year
        ended December 31, 2006, the amortization was $65,625, which includes the
        fourth
        quarter of 2005.
 
 **Purchase
        Price Adjustments:**
 
 In
        the
        purchase of Titan Energy Development, Inc., the Company had allocated the
        purchase price based on the allocation of the preferred shares. The preferred
        shares issued to the shareholders had a minimum value of $1.00 per share.
        This
        resulted in increasing the purchase price from $849,000 to $1,170,000. In
        addition, the allocation was based on the September 30, 2006 balance sheet
        and
        not the purchased balance sheet as of July 31, 2007, with the result affecting
        various balance sheet accounts. The purchase allocation resulted in an
        intangible for Customer List which should have been amortized over the estimated
        life of 5 years. The statement of operations includes $27,789 of additional
        expense. In the purchase of Stellar Energy Services, the purchase price did
        not
        include additional consideration of 1,000,000 shares of common stock valued
        at
        $70,000. The adjustment increased goodwill.
 
 **Recognition
        of Revenue:**
 
 In
        the
        fourth quarter of 2006, the Company recognized $10,000 for consulting services,
        however this amount should not have been recognized as the work was not
        completed and resulted in a full refund in the first quarter of 2007. The
        earnings per share also was adjusted for the 50-to-1 reverse stock split
        on
        December 26, 2006.
 
 The
        changes to the Balance Sheet and the Statement of Operations as of and for
        the
        year ended December 31, 2006 are as follows:
 
 **Consolidated
                  Balance Sheet**
              
              **As
                  Reported**
              
              **Restated****Customer
                  and distribution list**
              
              $
              1,453,136
              
              $
              1,425,347**Goodwill**
              
              
              1,315,231
              
              
              1,599,160**Other
                  Assets**
              
              
              29,130
              
              
              4,130**Total
                  Assets**
              
              
              5,210,177
              
              
              5,441.317**Notes
                  payable**
              
              
              794,134
              
              
              1,070,759**Deposits
                  and Deferred Revenue**
              
              
              680,879
              
              
              690,879**Long-term
                  debt**
              
              
              328,228
              
              
              12,228**Total
                  Liabilities**
              
              
              4,416,150
              
              
              4,386,775**Common
                  Stock**
              
              
              498
              
              
              698**Preferred
                  Stock Series A**
              
              
              300
              
              
              200**Additional
                  Paid in Capital**
              
              
              4,949,322
              
              
              5,313,151**Accumulated
                  Deficit**
              
              
              (4,156,268
              )
              
              (4,259,682
              )**Total
                  Shareholder Equity**
              
              $
              794,027
              
              $
              1,054,542
 
 
  **Consolidated
                  Statement of Operations**
              
              **As
                  Reported**
              
              **Restated**Revenue
              
              $
              10,000
              
              $
              -Gross
                  profit
              
              
              10,000
              
              
              -General
                  and administrative expenses
              
              
              660,317
              
              
              688,106Loss
                  from operations
              
              
              (650,317
              )
              
              (688,106
              )Interest
                  expense
              
              
              40,781
              
              
              106,376Net
                  loss
              
              
              (691,068
              )
              
              (794,482
              )Weighted
                  average number of shares
              
              
              82,948,562
              
              
              3,749,609**Basic
                  and diluted net loss per common share**
              
              $
              (0.00
              )
              $
              (0.21
              )













**TABLE
      OF CONTENTS**


PART
                  I
              
              
              1ITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              
              1ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              
              6ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              
              6ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              7PART
                  II
              
              
              7ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              
              7ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS
              
              9ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              
              14ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              15ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              
              15ITEM
                  8B.
              OTHER
                  INFORMATION
              
              16PART
                  III
              
              
              16ITEM
                  9.
              DIRECTORS
                  AND EXECUTIVE OFFICERS OF THE COMPANY
              
              16ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              
              18ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              19ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              
              20ITEM
                  13.
              EXHIBITS
              
              21ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              22











**PART
      I**





**Item
      1.**  **Description
      of Business**




Statements
      in this Form 10-KSB Annual Report may be “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
      statements include, but are not limited to, statements that express our
      intentions, beliefs, expectations, strategies, predictions or any other
      statements relating to our future activities or other future events or
      conditions. These statements are based on current expectations, estimates and
      projections about our business based, in part, on assumptions made by our
      management. These statements are not guarantees of future performance and
      involve risks, uncertainties and assumptions that are difficult to predict.
      Therefore, actual outcomes and results may, and probably will, differ materially
      from what is expressed or forecasted in the forward-looking statements due
      to
      numerous factors, including those described above and those risks discussed
      from
      time to time in this Form 10-KSB Annual Report, including the risks described
      under “Risk Factors” and “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” and in other documents which we file with
      the Securities and Exchange Commission (“SEC”).




In
      addition, such statements could be affected by risks and uncertainties related
      to our financial condition, factors that affect our industry, market and
      customer acceptance, competition, government regulations and requirements,
      pricing, general industry and market conditions, growth rates, and general
      economic conditions. Any forward-looking statements speak only as of the date
      on
      which they are made, and we do not undertake any obligation to update any
      forward-looking statement to reflect events or circumstances after the date
      of
      this Form 10-KSB Annual Report.




**OVERVIEW**




Titan
      Energy Worldwide, Inc., a Nevada corporation, hereinafter referred to as “we,”
“us” “TEWW,” or the “Company,” was incorporated under the name Global-Link
      Enterprises, Inc., in the state of Nevada on November 20, 1998. On February
      4,
      2000, the Company filed a Certificate of Name Change with the State of Nevada
      to
“MLM World News Today, Inc.” which was granted on April 7, 2000. On August 6,
      2002, the Company reverse split its shares on a one for one hundred basis,
      and
      on August 14, 2002, the Company amended its Articles of Incorporation to change
      its name to “Presidential Air Corporation.” On May 2, 2003, the Company’s name
      was changed to “Safe Travel Care, Inc.” In December 2006, we changed our name to
“Titan Energy Worldwide, Inc.” and effected a reverse split of its shares on a
      one for 50 basis.




On
      August
      31, 2005, we amended our Articles of Incorporation to authorize 25,000,000
      shares of preferred stock, par value $0.0001 per share. We also designated
      10,000,000 shares of Series A preferred stock.




On
      July
      21, 2006, we entered into an agreement and plan of merger with Titan Energy
      Development Inc (TEDI), the manufacturer of a mobile utility system for disaster
      and emergency situations. In exchange for transferring TEDI to the Company,
      the
      TEDI shareholders received stock consideration consisting of 1,000,000 newly
      issued shares of the Company’s preferred stock. These shares were divided
      proportionately among the TEDI shareholders in accordance with the respective
      ownership interest in TEDI immediately before the completion of the merger.
      The
      TEDI Shareholders also received 1,000,000 shares of common stock.




On
      December 28, 2006, the Company completed the acquisition of Stellar Energy
      Services, Inc. (“Stellar”), a distributor and service provider of standby and
      emergency generation systems, whereby that Company exchanged all of its shares
      for cash and newly issued preferred shares totaling 750,000 shares. The
      shareholders of Stellar also received 1,000,000 shares of Common
      Stock.




1




**Change
      in Control**




Jeffrey
      W. Flannery was elected as our president, chief executive officer, chief
      financial officer, and secretary of the Company on December 19, 2005. Also,
      on
      December 19, 2005, Mr. Flannery was elected to our Board of Directors. On
      December 30, 2005, Mr. Flannery purchased a total of 2,000,000 of the Company’s
      Series A Preferred Shares. Mr. Flannery now owns 100 percent of the outstanding
      Series A Preferred Shares. All of the preferred shares issued to Mr. Flannery
      bear a legend restricting their disposition as required by the Securities Act
      of
      1933, as amended.




Effective
      December 30, 2005, Vernell P. Prout, Robert L. Schultz, and LeRoy C. Willoughby,
      resigned their positions as our officers and directors.




Because
      of the change in ownership of voting stock and the composition of the Board
      after the closing of the agreement, there was a change in control of the
      Company. The purchase price for the shares sold pursuant to the agreement
      consisted of $53,050 paid at closing.




**BUSINESS**




The
      Company is a manufacturer, distributor and service provider for generators,
      emergency power equipment and specialized mobile utility systems in the U.S.
      and
      internationally. We provide equipment and service to fire stations, police
      stations, the US military, hospitals, schools, manufacturers, municipalities,
      businesses and homes. Over the course of the last nine months, we have acquired
      two companies in the distributed energy and generator manufacturing industries:
      Titan Energy Development Inc., (“TEDI”) merged with the Company in 2006, and
      Stellar Energy Services, Inc. (“Stellar”) which was acquired by the Company on
      December 28, 2006. We also focus on using renewable and alternative energy
      solutions and to this end we will serve as a supporter and developer of new
      energy solutions and services.




***Titan
      Energy Development, Inc. Subsidiary***




With
      the
      acquisition of TEDI, the Company became a manufacturer of mobile,
      multifunctional utility systems designed for disaster recovery and response
      situations. For more than two years TEDI had been working with major energy
      research centers and the U.S. military to create the next generation of power
      generation equipment. Its flagship product is called the Sentry
      5000.




The
      Sentry 5000 was designed and developed by TEDI to be a smaller, completely
      self
      sufficient first response unit that will provide vital services in manmade
      and
      natural disasters. The Sentry 5000 generates electricity, provides heating
      and
      cooling, water filtration, satellite communications, compressed air, voice
      and
      data communications, emergency area lighting, and the ability to support up
      to
      an additional 50 kilowatts of area lighting, power tool use or other emergency
      requirement for power source. It is small enough to be transported by a pick-up
      truck or SUV and operates on diesel fuel. The unit is priced at about $150,000
      in order to accommodate a variety of budgets ranging from small charity relief
      agencies to large government and military purchases. Management believes that
      this product has no direct competition, as there is no product with similarly
      bundled, feature-to-feature functionality at the same target price point,
      currently available on the market.




TEDI
      is
      committed to the continual improvement in its product offerings and maintaining
      products that offer the highest level of service and support. To this end,
      TEDI
      is actively engaged with Wayne State University, the US Army, TARDEC and
      NextEnergy in a number of cooperative research and development activities to
      address these issues. Specific initiatives underway over the next two years
      include:




·
            **Characterization
                of Fuel Properties of Synthetic/Petrol/Renewable
                Fuel.**TEDI will perform a systematic and comprehensive evaluation of fuel
                properties of Fischer-Tropsch synthetic fuel, and blends of synthetic
                and
                JP-8, synthetic and biodiesel, and JP-8 and biodiesel; and down-select
                fuel blends for engine and generator
                testings.




2




·
            **Optimization
                of Engine Control Strategy for Multiple Fuels.**TEDI will perform engine power testing and exhaust emission testing
                for
                selected Fischer-Tropsch synthetic fuel, and blends of synthetic
                with JP-8
                or biodiesel, to optimize the engine control strategy. The goal is
                to
                develop a set of engine control parameters for different fuel and
                fuel
                blends.




·
            **Long-term
                Performance of Power Generator with Synthetic Fuel
                Blends.**TEDI will conduct a long-term performance testing of a Titan Sentry
                5000
                power generator with different synthetic fuel blends. The goal is
                to
                determine fuel compatibility, power performance, and component
                weakness.




The
      principal suppliers for TEDI are:




·
            Katolight
                (MN company) - Provides Company with the trailer, aluminum enclosure,
                and
                engine generator.




·
            Noah
                Water (MI company) - Manufacturer and provider of the TEDI water
                purification system.




·
            Rush
                Air (MI company) - Provides the heating and cooling
                system.




·
            NextEnergy
                - Provides TEDI with its headquarters in Detroit, Michigan’s new Tech
                Town. These facilities offer office space, board and meeting facilities,
                testing and laboratory space as well as administrative
                support.




·
            Tel
                - X Corporation, (Michigan Company) - Provides control panel, controls,
                and final assembly.




***Stellar
      Energy Services, Inc. Subsidiary***




Stellar
      is an authorized dealer and provides sales and support for Generac Power System,
      Inc. (www.generac.com) generators and other products in Minnesota, western
      Wisconsin, North and South Dakota, Iowa and Nebraska. Stellar provides products
      to protect a company’s critical equipment from over/under voltage or outages,
      transient surges and harmonic distortion, which represent 85% of critical user
      downtime due to damaged equipment. Stellar provides a full line of Generac
      power
      generation equipment for all kinds of applications, in both diesel and gaseous
      fuel options. In addition to sales of generator systems, the company provides
      preventive 24/7 emergency maintenance services, packaged engine generator
      systems, remote monitoring services and consultation and engineering
      services.




The
      Generac brand features fully integrated power generation systems that include
      industrial, commercial, and residential generator sets, as well as automatic
      transfer switches, controls, fuel tanks, enclosures and remote monitoring
      software. By linking top quality, long life generator sets with its own
      paralleling switch technology, Generac has created a cost-effective single
      source offering.




For
      higher kilowatt requirements, the Modular Power System (“MPS”) utilizes multiple
      diesel or gaseous fueled generators in various side-by-side arrangements that
      match the power output of large single engine units. This cost-effective
      solution combines proven high volume engine designs with Generac’s own switching
      and paralleling technology to provide a fully integrated system. The MPS system
      is based upon diesel fueled units of 400, 500 or 600 kilowatts (kW) working
      in
      concert to offer outputs ranging from 800 to 6000 kW, and spark ignited gaseous
      fueled units of 100 to 300 kW with combined outputs of 200 to 3000 kW. In
      addition to the above models, the entire MPS product offering uses Generac’s
      PowerManager® Digital Control Platform, which brings a high degree of
      reliability and flexibility to the control of these systems.




3




The
      new
      Generac Bi-FuelTM configuration provides even more options. This innovative
      technology uses a combination of diesel and natural gas to take advantage of
      the
      best qualities of each fuel (more power from diesel, lower emissions from
      natural gas). Bi-Fuel configurations are available for both stand-alone and
      MPS
      applications. Single-engine units are available at 300 and 375 kW output, while
      Gemini Twin Pack modules are rated at 600 and 750 kW. MPS versions can be
      combined as needed to achieve numerous power outputs up to 3750 kW. The
      compression ignited, gas-powered technology used in these Bi-Fuel generators
      offers numerous advantages:




·
            Extended
                run time




·
            Lower
                particulate and NOx(Nitrogen oxide) emissions




·
            On-site
                fuel supply




·
            Longer
                maintenance cycles




·
            Typically
                lower fuel costs




While
      operating under load, Bi-Fuel units can operate on up to 90% natural gas. If
      conditions dictate, the unit can revert to 100% diesel fuel with a no break
      automatic fuel changeover. The on-site diesel fuel tank required for Bi-Fuel
      units can also be smaller, if desired, to save space and cost.




**Service
      Support.** Stellar
      recognizes additional revenues from service contracts, installation and
      maintenance services for its customers and owners of Generac equipment. These
      service contracts may also include remote monitoring services which allow owners
      to be informed of the condition and operations of their equipment at any time
      and from any place. Service and remote monitoring are often structured as
      recurring revenues.




***Future
      Growth***




Our
      current purpose is to expand and grow the sales, service and support areas
      of
      our products and to seek strategic acquisitions that will grow the company
      and
      expand our sales, service and manufacturing capabilities. Although no assurances
      can be given, management anticipates Company growth from the following
      areas:




1)
            **Increase
                sales revenues in Stellar from existing territories.**Stellar’s management has identified a number of factors that have kept
                sales down in existing territories and has begun implementing procedures
                to increase sales. These include incentives for sales personnel and
                distributors, improved sales and marketing materials, better financing
                options for customers, improved customer service and service procedures,
                and improved customer credit profiling and collections procedures.
                New
                service personnel have been added to address national accounts such
                as
                Verizon, and Great Plains Telecom.




2)
            **Increase
                number of territories with Generac.**The Company hopes to work with its manufacturing partner to acquire
                underperforming or underserved territories that would increase Stellar’s
                sales base and revenues.




3)
            **Acquisitions
                of other distributors.**The Company is in preliminary talks with other distributors to join
                Titan’s team of distributors and service providers. Targeted areas include
                Florida and the West Coast of the US which management believes are
                prime
                areas for the Sentry 5000.




4




4)
            **Expansion
                of sales internationally.**Management is also considering international territories for generator
                and
                Sentry 5000 sales including Mexico, India, the Caribbean, and Southeast
                Asia.




5)
            **Expansion
                of service and related offerings.**Management’s goal for the Stellar subsidiary is to increase revenues from
                service programs by expanding the types of service offerings we have,
                more
                aggressive pricing and contracting efforts for services, as well
                as
                offering new service plans such as remote monitoring, maintenance
                programs
                and fuel delivery. A focus on national accounts has lead to more
                than 300
                new emergency systems under
                contract.




6)
            **Sentry
                5000 Sales.**Management also expects to begin to see significant sales of the
                Company’s
                proprietary Sentry 5000 mobile utility unit which is now ready for
                market.
                Titan has received orders for two military applications and is finalizing
                a contract to manufacture a revolutionary electric hybrid “Sentry 5000 EH”
                system for the US Defense Logistics Agency. The Sentry 5000 EH will
                contain DC batteries, photo-voltaic system and a state-of-the-art
                AC/DC
                gateway. The unit will allow the Sentry unit to run for extended
                periods
                of time without refueling. Titan has also kicked off a testing program
                at
                its NextEnergy location. Titan will be testing four separate fuels,
                Ultra
                low diesel, Jet fuel, B-50 Bio-diesel, and the US Army’s new synthetic
                diesel. This program is sponsored by the State of Michigan with a
                2.3
                million dollar grant. Titan plans to develop service schedules and
                warranty programs for each fuel. No other engine company will warranty
                these fuels. Having a multi-fuel Sentry unit will give Titan an advantage
                over potential competitors.




The
      distribution strategy is to market our products on a wholesale basis to a
      distributor network. Distribution partners will have the responsibility of
      selling direct to end-use buyers. The initial focus will be U.S. distribution
      with the expectation of expanding globally based on achieving predetermined
      sales metrics in the U.S. Disaster relief, public safety, military operations,
      peace keeping operations, remote industrial production and distribution, and
      remote healthcare delivery are global markets that require access to mobile,
      temporary service, essential utilities that can be easily transported to
      isolated geographic locations. These markets and services are currently served
      by a wide and disparate range of suppliers based in the U.S. and
      abroad.




Product
      distribution will be assigned on both a vertical and geographic market basis.
      Military sales distribution will be assigned on a country specific basis, and
      public safety and commercial market distribution will be assigned based on
      the
      ability to serve and penetrate existing markets for disaster relief and remote
      healthcare, as well as the ability to target industrial markets such as the
      oil
& gas, chemical, mining and resort industries.




TEWW
      will
      make every effort to leverage the existing emergency and rental power generation
      distribution industry. This industry segment is well established and offers
      entry to long-term relationships with key buyers. There are approximately 250
      potential emergency power generation distribution partners in the U.S. that
      are
      non-exclusive to a specific manufacturer (i.e., Caterpillar, Cummins, etc.)
      and
      that would have potential interest in representing the Sentry 5000 product
      line.




TEWW
      is
      also actively seeking synergistic and complementary companies for acquisitions,
      strategic partnerships and other beneficial business relationships to help
      grow
      the company and expand our capabilities. We are exploring acquisitions of
      generator distributors in selected US and international markets, service
      companies, and manufacturers who can help support our manufacturing
      capabilities. We are also seeking distribution partners, service and monitoring
      companies that can provide us with advanced added value programs for our
      customers, as well as international partners.




5




***Need
      for Capital to Support Future Growth***




TEWW
      will
      need additional capital to continue operations and will endeavor to raise funds
      through the sale of equity shares and revenues from operations. There can be
      no
      assurance that TEWW will generate revenues from operations or obtain sufficient
      capital on acceptable terms, if at all. Failure to obtain such capital or
      generate such operating revenues would have an adverse impact on TEWW’s
      financial position and results of operations and ability to continue as a going
      concern. Operating and capital requirements during the next fiscal year and
      thereafter will vary based on a number of factors, including the level of sales
      and marketing activities for services and products. There can be no assurance
      that additional private or public financing, including debt or equity financing,
      will be available as needed, or, if available, on terms favorable to TEWW.
      Any
      additional equity financing may be dilutive to stockholders and such additional
      equity securities may have rights, preferences or privileges that are senior
      to
      those of TEWW existing common stock.




**Inflation**




In
      management’s opinion, inflation has not had a material effect on our financial
      condition or results of operations.





**Employees**




Our
      future financial success depends to a large degree upon the efforts of Mr.
      Flannery, our key officer and director. The loss of Mr. Flannery’s services
      could have an adverse effect on our business and our chances for profitable
      operations. We do not maintain key man life insurance on the life of Mr.
      Flannery.




We
      currently have 19 full-time employees and 1 part-time employee.





**Item
      2.**  **Description
      of Property**




We
      lease
      office space at the following locations:




·
            311
                4th Avenue, Suite 317, San Diego, CA 92101 (our executive offices).
                The
                lease for this property is on a month to month basis at
                $0.




·
            461
                Burroughs Street, Detroit, MI 48202. This is a 3-year lease agreement,
                at
                a cost of $2,298.33 per month.




·
            6177
                Center St., Suite 103, Omaha, NE 68106. This is a 3-year lease agreement,
                with at a cost of $$886 3 per
                month.




·
            3700
                W. Preserve Boulevard, Burnsville, MN 55337. This is a 3-year lease
                with a
                cost of $2,801.15 per month.




·
            Westgate
                Office Building, 1000 73rd St., Suite 22, Des Moines, IA 50311. This
                is a
                3-year lease at a cost of $666.67 per
                month.





**Item
      3.**  **Legal
      Proceedings**




Effective
      November 23, 2005, the Superior Court of California, San Diego County, issued
      a
      writ of possession against us in favor of Cardiff Towne Center, LLC. The writ
      directs that the possession of real property situated at 2011 A San Elijo
      Avenue, Cardiff, California, 92007, be delivered to Cardiff Towne Center, LLC.
      The case was styled *Cardiff
      Towne Center, LLC vs. Safe Travel Care, Inc* . The
      complaint was filed on October 25, 2005. This case is currently still
      pending.




6





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




None.





**PART
      II**





**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters**




Since
      May
      19, 2003, our common stock has been quoted on the OTC Bulletin Board under
      the
      symbol “SFTV.OB.” On December 28, 2006, our symbol changed to “TEWW.OB.” The
      following table sets forth, for the fiscal quarters indicated, the high and
      low
      bid prices. These quotations reflect the closing inter-dealer prices, without
      mark-up, mark-down or commission, and may not represent actual
      transactions.





**High**
              
              **Low****Calendar
                  Year 2006**First
                  Quarter
              
              
              0.0070
              
              
              0.0056Second
                  Quarter
              
              
              0.0030
              
              
              0.0022Third
                  Quarter
              
              
              0.0040
              
              
              0.0032Fourth
                  Quarter
              
              
              0.1100
              
              
              0.0530**Calendar
                  Year 2005**First
                  Quarter
              
              
              0.0130
              
              
              0.0080Second
                  Quarter
              
              
              0.0250
              
              
              0.0110Third
                  Quarter
              
              
              0.0040
              
              
              0.0030Fourth
                  Quarter
              
              
              0.0030
              
              
              0.0030




We
      have
      7,253,942 shares of our common stock outstanding as of April 12, 2007 held
      by
      approximately 307 stockholders of record. The number of record holders was
      determined from the records of our transfer agent and does not include
      beneficial owners of common stock whose shares are held in the names of various
      security brokers, dealers, and registered clearing agencies.




**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**




See
“Item
      11 - Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.”




**RECENT
      SALES OF UNREGISTERED SECURITIES**




See
      Part
      1, Item 1 of this Annual Report. The shares were issued to Mr. Flannery in
      reliance upon an exemption from registration pursuant to Section 4(2) of the
      Securities Act. Mr. Flannery took his securities for investment purposes without
      a view to distribution and had access to information concerning us and our
      business prospects, as required by the Securities Act. In addition, there was
      no
      general solicitation or advertising for the purchase of our shares. Our
      securities were sold to Mr. Flannery with whom we had a direct personal
      preexisting relationship, and after a thorough discussion. Finally, our stock
      transfer agent has been instructed not to transfer any of such shares, unless
      such shares are registered for resale or there is an exemption with respect
      to
      their transfer.




7




**SECTION
      15(g) OF THE EXCHANGE ACT**




The
      shares of our common stock are covered by Section 15(g) of the Exchange Act,
      and
      Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales
      practice requirements on broker-dealers who sell our securities to persons
      other
      than established customers and accredited investors.




RULE
      15g-2 declares unlawful any broker-dealer transactions in “penny stocks” unless
      the broker-dealer has first provided to the customer a standardized disclosure
      document.




RULE
      15g-3 provides that it is unlawful for a broker-dealer to engage in a “penny
      stock” transaction unless the broker-dealer first discloses and subsequently
      confirms to the customer the current quotation prices or similar market
      information concerning the penny stock in question.




RULE
      15g-4 prohibits broker-dealers from completing “penny stock” transactions for a
      customer unless the broker-dealer first discloses to the customer the amount
      of
      compensation or other remuneration received as a result of the penny stock
      transaction.




RULE
      15g-5 requires that a broker-dealer executing a “penny stock” transaction, other
      than one exempt under Rule 15g-1, disclose to its customer, at the time of
      or
      prior to the transaction, information about the sales person’s
      compensation.




Our
      common stock may be subject to the foregoing rules. The application of the
      “penny stock” rules may affect our stockholders’ ability to sell their shares
      because some broker-dealers may not be willing to make a market in our common
      stock because of the burdens imposed upon them by the “penny stock”
rules.




The
      following table provides information about purchases by us and our affiliated
      purchasers during the quarter ended December 31, 2006 of equity securities
      that
      are registered by us pursuant to Section 12 of the Securities Exchange Act
      of
      1934:





**Small
      Business Issuer Purchases of Equity Securities**


**(a)**
              
              **(b)**
              
              **(c)**
              
              **(d)****Total
                  Number of Shares (or Units) Purchased**
              
              **Average
                  Price Paid per Share (or Unit)**
              
              **Total
                  Number of Shares (or Units) Purchased as Part of Publicly Announced
                  Plans
                  or Programs**
              
              **Maximum
                  Number (or Approximate Dollar**
                **Value)
                  of Shares (or Units) that May Yet Be Purchased under the Plans
                  or
                  Programs**October
                  2006
              
              
              0
              
              $
              0
              
              
              0
              
              
              0November
                  2006
              
              
              0
              
              $
              0
              
              
              0
              
              
              0December
                  2006
              
              
              0
              
              $
              0
              
              
              0
              
              
              0Total
              
              
              0
              
              $
              0
              
              
              0
              
              
              0


8





**Item
      6.**  **Management’s
      Discussion and Analysis**  **or
      Plan of Operation.**




Statements
      included in this Management’ Discussion and Analysis or Plan of Operation, and
      in future filings by us with the Securities and Exchange Commission, in our
      press releases and in oral statements made with the approval of an authorized
      executive officer which are not historical or current facts are “forward-looking
      statements” made pursuant to the safe harbor provisions of the Private
      Securities Litigation Reform Act of 1995 and are subject to certain risks and
      uncertainties that could cause actual results to differ materially from
      historical earnings and those presently anticipated or projected. We wish to
      caution readers not to place undue reliance on any such forward-looking
      statements, which speak only as of the date made. The following important
      factors, among others, in some cases have affected and in the future could
      affect our actual results and could cause our actual financial performance
      to
      differ materially from that expressed in any forward-looking statement:
      (i) the extremely competitive conditions that currently exist in the market
      for companies similar to us, and (ii) lack of resources to maintain our
      good standing status and requisite filings with the Securities and Exchange
      Commission. The foregoing list should not be construed as exhaustive and we
      disclaim any obligation subsequently to revise any forward-looking statements
      to
      reflect events or circumstances after the date of such statements or to reflect
      the occurrence of anticipated or unanticipated events.




**PLAN
      OF OPERATIONS**




In
      2006,
      we acquired and merged with two corporations and entered a totally new
      marketplace.




We
      will
      need additional capital to continue our operations, as well as to consummate
      any
      new business opportunities and will endeavor to raise funds through the sale
      of
      equity shares and revenues from operations.




There
      can
      be no assurance that we will generate revenues from operations or obtain
      sufficient capital on acceptable terms, if at all. Failure to obtain such
      capital or generate such operating revenues would have an adverse impact on
      our
      financial position and results of operations and ability to continue as a going
      concern. Our operating and capital requirements during the next fiscal year
      and
      thereafter will vary based on a number of factors, including the level of sales
      and marketing activities for our services and products. There can be no
      assurance that additional private or public financing, including debt or equity
      financing, will be available as needed, or, if available, on terms favorable
      to
      us. Any additional equity financing may be dilutive to stockholders and such
      additional equity securities may have rights, preferences or privileges that
      are
      senior to those of our existing common stock.




Furthermore,
      debt financing, if available, will require payment of interest and may involve
      restrictive covenants that could impose limitations on our operating
      flexibility. Our failure to successfully obtain additional future funding may
      jeopardize our ability to continue our business and operations.




If
      we
      raise additional funds by issuing equity securities, existing stockholders
      may
      experience a dilution in their ownership. In addition, as a condition to giving
      additional funds to us, future investors may demand, and may be granted, rights
      superior to those of existing stockholders. The previous three paragraphs have
      previously been stated.




9





**RESULTS
      OF OPERATIONS**




***Year
      Ended December 31, 2006 Compared to the Year Ended December 31,
      2005***




**Revenue**




Revenue
      for the year ended December 31, 2006 was $0 compared to $0 for the year ended
      December 31, 2005.




**Cost
      of Sales**




Cost
      of
      sales was $0 for the year ended December 31, 2006, compared to $0 for the year
      ended December 31, 2005. Cost of revenue did not change due to no revenue
      recognized in 2006. We expect cost of sales to increase during the coming 12
      months due to increased sales and the requirement for additional
      product.




**General
      and Administrative Expenses**




General
      and administrative expenses (“G&A”) were $668,106 for the year ended
      December 31, 2006, compared to $194,656 for the year ended December 31, 2005,
      an
      increase of $473,450. The increase was due to the inclusion of TEDI for the
      five
      months ended December 31, 2006 as well as increase in stock for services and
      accrual for payroll.




We
      expect
      G&A expenses to increase substantially in 2007. We intend to focus on
      operating efficiencies, increasing revenues, and ensuring profitability during
      this period.





**Interest
      Expense**





Interest
      expense was $106,376 for the year December 31, 2006, compared to $22,387 for
      the
      year ended December, 31 2005. The major factor for the increase in interest
      expense was attributable to the accounting for convertible debt that contains
      a
      beneficial conversion feature that was “in-the-money” at the commitment date.
      The accounting requires the Company to determine the discount related to this
      debt pursuant under the Emerging Issue Task Force guidance provided in EITF
      98-5. The Company’s has determined that the full value of the Note should be
      recognized as a discount. Amortization of the discount for the year ended
      December 31, 2006 is $65,375. This amount includes $13,125 that relate to the
      fourth quarter of 2005, due to immateriality the Company has elected not to
      restate the December 31, 2005 financial statements. The remainder of the
      increase is to higher debt for funding TEDI operations and costs associated
      with
      the acquisitions.




**Liquidity
      and Capital Resources**




During
      the year ended December 31, 2006, the net loss was $794,482 as compared to
      $217,043 for the same period in 2005. We intend to continue to find ways to
      expand our business through new product development and introduction and
      possibly through completing planned acquisitions. We believe that revenues
      and
      earnings will increase as we grow. We anticipate that we will incur smaller
      losses in the near future if we are able to expand our business and the
      marketing of our products and services now under development. The losses will
      be
      created to the extent of the excess of technology development and marketing
      expenses over the income from operations.




During
      the year ended December 31, 2006, we incurred a net loss of $794,482 compared
      to
      217,043 in 2005. The loss for the year ended 2006 includes expenses of $237.311
      of non-cash charges that did not impact cash flow. During the year ended
      December 31, 2006, we used cash in operating activities of $165,539 cash used
      for investing activities was $3, 775 and cash provided by financing activities
      was $200,793.




In
      order
      to execute our business plan, we will need to acquire additional capital from
      debt or equity financing. Our independent certified public accountants have
      stated in their report, included in this Form 10-KSB, that there is a
      substantial doubt about our ability to continue as a going concern. In the
      absence of significant revenue and profits, we will be completely dependent
      on
      additional debt and equity financing arrangements. There is no assurance that
      any financing will be sufficient to fund our capital expenditures, working
      capital and other cash requirements for the fiscal year ending December 31,
      2007. No assurance can be given that any such additional funding will be
      available or that, if available, can be obtained on terms favorable to us.
      If we
      are unable to raise needed funds on acceptable terms, we will not be able to
      execute our business plan, develop or enhance existing services, take advantage
      of future opportunities or respond to competitive pressures or unanticipated
      requirements. A material shortage of capital will require us to take drastic
      steps such as further reducing our level of operations, disposing of selected
      assets or seeking an acquisition partner. If cash is insufficient, we will
      not
      be able to continue operations.




10




**Stock-Based
      Compensation**




In
      December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
      Compensation - Transition and Disclosure. This statement amends SFAS No. 123
      -
      Accounting for Stock-Based Compensation, providing alternative methods of
      voluntarily transitioning to the fair market value based method of accounting
      for stock based employee compensation. SFAS 148 also requires disclosure of
      the
      method used to account for stock-based employee compensation and the effect
      of
      the method in both the annual and interim financial statements. The provisions
      of this statement related to transition methods are effective for fiscal years
      ending after December 15, 2002, while provisions related to disclosure
      requirements are effective in financial reports for interim periods beginning
      after December 31, 2002.




We
      have
      adopted the provisions of SFAS 148.




**Critical
      Accounting Policies**




The
      preparation of our consolidated financial statements in conformity with
      accounting principles generally accepted in the United States requires us to
      make estimates and judgments that affect our reported assets, liabilities,
      revenues, and expenses, and the disclosure of contingent assets and liabilities.
      We base our estimates and judgments on historical experience and on various
      other assumptions we believe to be reasonable under the circumstances. Future
      events, however, may differ markedly from our current expectations and
      assumptions. While there are a number of significant accounting policies
      affecting our consolidated financial statements, we believe the following
      critical accounting policy involve the most complex, difficult and subjective
      estimates and judgments.




**Recent
      Accounting Pronouncements**




We
      adopted SFAS No. 142. Under the new rules, we will no longer amortize goodwill
      and other intangible assets with indefinite lives, but such assets will be
      subject to periodic testing for impairment. On an annual basis, and when there
      is reason to suspect that their values have been diminished or impaired, these
      assets must be tested for impairment, and write-downs to be included in results
      from operations may be necessary. SFAS No. 142 also requires us to complete
      a
      transitional goodwill impairment test six months from the date of
      adoption.




Any
      goodwill impairment loss recognized as a result of the transitional goodwill
      impairment test will be recorded as a cumulative effect of a change in
      accounting principle no later than the end of fiscal year 2002. The adoption
      of
      SFAS No. 142 had no material impact on our consolidated financial statements.
      SFAS No. 143 establishes accounting standards for the recognition and
      measurement of an asset retirement obligation and its associated asset
      retirement cost. It also provides accounting guidance for legal obligations
      associated with the retirement of tangible long-lived assets. SFAS No. 143
      is
      effective in fiscal years beginning after June 15, 2002, with early adoption
      permitted. We expect that the provisions of SFAS No. 143 will not have a
      material impact on our consolidated results of operations and financial position
      upon adoption. We adopted SFAS No. 143 effective January 1, 2003.




SFAS
      No.
      144 establishes a single accounting model for the impairment or disposal of
      long-lived assets, including discontinued operations. SFAS No. 144 superseded
      Statement of Financial Accounting Standards No. 121, “Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”
(SFAS No. 121), and APB Opinion No. 30, “Reporting the Results of Operations -
      Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
      Unusual and Infrequently Occurring Events and Transactions.” We adopted SFAS No.
      144 effective January 1, 2002. The adoption of SFAS No. 144 had no material
      impact on our consolidated financial statements.




11




In
      April
      2002, the FASB issued Statement No. 145, “Rescission of FASB Statements No. 4,
      44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This
      Statement rescinds FASB Statement No. 4, “Reporting Gains and Losses from
      Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No.
      64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements” and FASB
      Statement No. 44, “Accounting for Intangible Assets of Motor Carriers.” This
      Statement amends FASB Statement No. 13, “Accounting for Leases,” to eliminate an
      inconsistency between the required accounting for sale-leaseback transactions
      and the required accounting for certain lease modifications that have economic
      effects that are similar to sale-leaseback transactions. We do not expect the
      adoption to have a material impact to our financial position or results of
      operations.




In
      June
      2002, the FASB issued Statement No. 146, “Accounting for Costs Associated with
      Exit or Disposal Activities.” This Statement addresses financial accounting and
      reporting for costs associated with exit or disposal activities and nullifies
      Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for
      Certain Employee Termination Benefits and Other Costs to Exit an Activity
      (including Certain Costs Incurred in a Restructuring).” The provisions of this
      statement are effective for exit or disposal activities that are initiated
      after
      December 31, 2002, with early application encouraged. We do not expect the
      adoption to have a material impact to our financial position or results of
      operations.




In
      October 2002, the FASB issued Statement No. 147, “Acquisitions of Certain
      Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
      Interpretation No. 9,” which removes acquisitions of financial institutions from
      the scope of both Statement 72 and Interpretation 9 and requires that those
      transactions be accounted for in accordance with Statements No. 141, Business
      Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
      this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal
      of
      Long-Lived Assets, to include in its scope long-term customer-relationship
      intangible assets of financial institutions such as depositor and
      borrower-relationship intangible assets and credit cardholder intangible assets.
      The requirements relating to acquisitions of financial institutions are
      effective for acquisitions for which the date of acquisition is on or after
      October 1, 2002. The provisions related to accounting for the impairment or
      disposal of certain long-term customer-relationship intangible assets are
      effective on October 1, 2002. The adoption of this statement did not have a
      material impact to our financial position or results of operations as we have
      not engaged in either of these activities.




In
      December 2002, the FASB issued Statement No. 148, “Accounting for Stock-Based
      Compensation-Transition and Disclosure,” which amends FASB Statement No. 123,
      Accounting for Stock-Based Compensation, to provide alternative methods of
      transition for a voluntary change to the fair value based method of accounting
      for stock-based employee compensation. In addition, this statement amends the
      disclosure requirements of Statement 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 transition guidance and annual disclosure provisions of Statement
      148 are effective for fiscal years ending after December 15, 2002, with earlier
      application permitted in certain circumstances. The interim disclosure
      provisions are effective for financial reports containing financial statements
      for interim periods beginning after December 15, 2002. The adoption of this
      statement did not have a material impact on our financial position or results
      of
      operations as we have not elected to change to the fair value based method
      of
      accounting for stock-based employee compensation.




In
      January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable
      Interest Entities.” Interpretation 46 changes the criteria by which one company
      includes another entity in its consolidated financial statements. Previously,
      the criteria were based on control through voting interest. Interpretation
      46
      requires a variable interest entity to be consolidated by a company if that
      company is subject to a majority of the risk of loss from the variable interest
      entity’s activities or entitled to receive a majority of the entity’s residual
      returns or both. A company that consolidates a variable interest entity is
      called the primary beneficiary of that entity. The consolidation requirements
      of
      Interpretation 46 apply immediately to variable interest entities created after
      January 31, 2003. The consolidation requirements apply to older entities in
      the
      first fiscal year or interim period beginning after June 15, 2003. Certain
      of
      the disclosure requirements apply in all financial statements issued after
      January 31, 2003, regardless of when the variable interest entity was
      established. We do not expect the adoption to have a material impact to our
      financial position or results of operations.




12




In
      April
      2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
      149, Amendment of Statement No. 133 on Derivative Instruments and Hedging
      Activities. SFAS 149 amends SFAS No. 133 to provide clarification on the
      financial accounting and reporting of derivative instruments and hedging
      activities and requires that contracts with similar characteristics be accounted
      for on a comparable basis. The provisions of SFAS 149 are effective for
      contracts entered into or modified after June 30, 2003, and for hedging
      relationships designated after June 30, 2003. The adoption of SFAS 149 did
      not
      have a material impact on our results of operations or financial
      position.




In
      May
      2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
      with Characteristics of Both Liabilities and Equity. SFAS 150 establishes
      standards on the classification and measurement of certain financial instruments
      with characteristics of both liabilities and equity. The provisions of SFAS
      150
      are effective for financial instruments entered into or modified after May
      31,
      2003 and to all other instruments that exist as of the beginning of the first
      interim financial reporting period beginning after June 15, 2003. The adoption
      of SFAS 150 did not have a material impact on our results of operations or
      financial position.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements.




13





**Item
      7.**  **Financial
      Statements**




**TITAN
      ENERGY WORLDWIDE, INC.**





**Financial
      Statements**


**and**


**Independent
      Auditors’ Report**


**December
      31, 2006 and 2005**





**Table
      of Contents**





PageReport
                of Independent Registered Public Accounting Firm
            
            F
                -
                1Balance
                Sheets
            
            F
                -
                2Statements
                of Operations and Comprehensive Loss
            
            F
                -
                3Statements
                of Changes in Stockholders’ Equity (Deficit)
            
            F
                -
                4Statements
                of Cash Flows
            
            F
                -
                5Notes
                to Financial Statements
            
            F
                -
                6




14




**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  **TO
        THE BOARD OF DIRECTORS AND STOCKHOLDERS OF TITAN ENERGY WORLDWIDE,
        INC.**
  I
        have
        audited the accompanying balance sheets of Titan Energy Worldwide, Inc. as
        of
        December 31, 2006 and 2005, and the related statements of operations,
        stockholders’ equity (deficit) and cash flows for the years ended December 31,
        2006 and 2005. These financial statements are the responsibility of the
        Company’s management. My responsibility is to express an opinion on these
        financial statements based on my audit.
  I
        conducted my audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. I believe that my
        audits provide a reasonable basis for my opinion.
  In
        my
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Titan Energy Worldwide, Inc.
        as of
        December 31, 2006, and 2005 and the results of its operations and cash flows
        for
        the years ended December 31, 2006 and 2005 in conformity with accounting
        principles generally accepted in the United States of America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the accompanying
        financial statements, the Company, among other factors, has incurred substantial
        losses, which raises substantial doubt about its ability to continue as a
        going
        concern. Management’s plan in regard to these matters is also discussed in Note
        1. These financial statements do not include any adjustments that might result
        from the outcome of this uncertainty.
  **Gruber
        & Company LLC**
  St.
        Louis, Missouri
 March
        17,
        2007, except for the effects of the restatement discussed in Note 7 for which
        the date is September 24, 2007


F-1














**TITAN
      ENERGY WORLDWIDE, INC.**


**Balance
      Sheet**


**December
      31, 2006 and 2005**




**Restated2006**
            
            **2005****ASSETS****Current
                assets**Cash
            
            $
            31,479
            
            
            -Accounts
                Receivable
            
            
            1,738,942
            
            
            -Inventory
            
            
            553,715
            
            
            -Subscription
                Receivable
            
            
            3,000
            
            
            -Other
            
            
            5,969
            
            
            -Total
                current assets
            
            $
            2,333,105
            
            
            -Fixed
                Assets
            
            
            79,575
            
            
            -Customer
                and distribution list
            
            
            1,425,347
            
            
            -Goodwill
            
            
            1,599,160
            
            
            -Other
                Assets
            
            
            4,130
            
            
            -Total
                Assets
            
            $
            5,441,317
            
            
            -**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)****Current
                liabilities**Bank
                overdraft
            
            
            -
            
            $
            66Notes
                payable
            
            $
            1,070,759
            
            
            108,600Accounts
                payable
            
            
            945,279
            
            
            55,265Notes
                payable - Stellar Acquisition
            
            
            823,000
            
            
            -Accrued
                liabilities
            
            
            844,630
            
            
            75,437Deposits
                and Deferred Revenue
            
            
            690,879
            
            
            -Total
                current liabilities
            
            $
            4,374,547
            
            $
            239,368**Notes
                payable**
            
            
            12,228
            
            
            247,600Total
                liabilities
            
            $
            4,386,775
            
            $
            486,968**Stockholders’
                equity**Common
                stock 1,900,000,000 shares authorized, $.0001 par value, 6,979,971
                and
                110,007,658 shares .001 par value issued and outstanding
            
            $
            698
            
            $
            110,088Preferred
                Stock, Series A, authorized 10,000,000, issued and outstanding 2,000,000
                and 0 shares, $.0001 par value
            
            
            200
            
            
            -Preferred
                Stock, Series B, authorized 10,000,000 issued and outstanding, 1,000,000
                and 0 shares, $.0001 par value
            
            
            100
            
            
            -Preferred
                Stock, Series C, authorized 10,000,000 issued and outstanding 750,000
                shares and 0 shares, $.0001
            
            
            75
            
            
            -Additional
                paid in capital
            
            
            5,313,151
            
            
            2,868,224Accumulated
                deficit
            
            
            (4,259,682
            )
            
            (3,465,200
            )Total
                stockholders’ equity (deficit)
            
            $
            1,054,542
            
            $
            (486,968
            )Total
                liabilities and stockholders’ equity (deficit)
            
            $
            5,441,317
            
            
            -




**See
      accompanying notes to financial statements**


F-2




**TITAN
      ENERGY WORLDWIDE, INC.**


**Statement
      of Operations**


**For
      the Years Ended December 31, 2006 and 2005**




**Restated**
              **2006**
            
            **2005**Revenues
            
            $
            -
            
            
            -Cost
                of sales
            
            
            -
            
            
            -Gross
                profit
            
            $
            -
            
            
            -General
                and administrative expenses
            
            
            688,106
            
            
            194,656Loss
                from operations
            
            $
            (688,106
            )
            $
            (194,656
            )**Other
                expenses**Interest
                expense
            
            
            106,376
            
            
            22,387Net
                loss
            
            $
            (794,482
            )
            $
            (217,043
            )Weighted
                average number of shares outstanding
            
            
            3,749,609
            
            
            1,658,971Basic
                and diluted net loss per common share
            
            $
            (0.21
            )
            $
            (0.13
            )




**See
      accompanying notes to financial statements**




F-3




**TITAN
      ENERGY WORLDWIDE, INC.**


**Statement
      of Stockholders’ Equity (Deficit)**


**For
      the Years Ended December 31, 2006 and 2005**




**Common
                Stock**
            
            **Additional
                Paid-In Capital**
            
            **Accumulated
                Deficit**
            
            **Total****Shares**
            
            **Amount****Balance
                December 31, 2004**
            
            
            58,080,181
            
            $
            58,080
            
            $
            2,871,071
            
            $
            (3,248,157
            )
            $
            (319,006
            )Proceeds
                from issuance of common stock
            
            
            9,427,477
            
            
            9,428
            
            
            7,153
            
            
            -
            
            
            16,581Stock
                issued for services
            
            
            5,000,000
            
            
            5,000
            
            
            70,000
            
            
            -
            
            
            75,000Stock
                issued for services in 2004 cancelled
            
            
            (40,000,000
            )
            
            (40,000
            )
            
            (80,000
            )
            
            -
            
            
            (120,000
            )Stock
                issue to convert note payable
            
            
            77,500,000
            
            
            77,500
            
            
            -
            
            
            -
            
            
            77,500Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (217,043
            )
            
            (217,043
            )**Balance
                December 31, 2005**
            
            
            110,007,658
            
            $
            110,008
            
            $
            2,868,224
            
            $
            (3,465,200
            )
            $
            (486,968
            )**Restated
              see
              Note 2**Proceeds
                from issuance of common stock
            
            
            15,990,894
            
            $
            15,991
            
            $
            21,753
            
            
            -
            
            $
            37,744Stock
                issued for conversion of notes
            
            
            60,000,000
            
            
            60,000
            
            
            -
            
            
            -
            
            
            60,000Stock
                issued for services
            
            
            63,000,000
            
            
            63,000
            
            
            80,048
            
            
            -
            
            
            143,04850
                to 1 Reverse Stock Split
            
            
            (244,018,581
            )
            
            (244,019
            )
            
            244,019
            
            
            -
            
            
            -Common
                stock issued to acquire Titan Energy Development, Inc.
            
            
            1,000,000
            
            
            100
            
            
            169,900
            
            
            
            
            
            170,000Common
                stock issued to acquire Stellar Energy Services, Inc.
            
            
            1,000,000
            
            
            100
            
            
            69,900
            
            
            
            
            
            70,000Preferred
                stock issued to acquire Titan Energy Development, Inc.
            
            
            -
            
            
            -
            
            
            999,900
            
            
            -
            
            
            999,900Preferred
                stock issued to acquire Stellar Energy Services, Inc.
            
            
            -
            
            
            -
            
            
            749,925
            
            
            -
            
            
            749,925Convertible
                Debt Beneficial Conversion Feature
            
            
            -
            
            
            -
            
            
            105,000
            
            
            -
            
            
            105,000Net
                Loss for the Year
            
            
            -
            
            
            -
            
            
            -
            
            $
            (794,482
            )
            
            (794,482
            )Amended
                By Laws change in par
            
            
            -
            
            
            (4,482
            )
            
            4,482
            
            
            -
            
            
            -**Balance
                December 31, 2006**
            
            
            6,979,971
            
            $
            698
            
            $
            5,313,151
            
            $
            (4,259,628
            )
            
            1,054,167Preferred
                Stock A
            
            
            2,000,000
            
            $
            200
            
            
            -
            
            
            -
            
            $
            200Preferred
                Stock B issued for acquisition
            
            
            1,000,000
            
            
            100
            
            
            -
            
            
            -
            
            
            100Preferred
                Stock C issued for acquisition
            
            
            750,000
            
            
            75
            
            
            -
            
            
            -
            
            
            75Balance
                December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            1,054,542





**See
      accompanying notes to financial statements**


F-4





**TITAN
      ENERGY WORLDWIDE, INC.**


**Statements
      of Cash Flows**


**For
      the Years Ended December 31, 2006 and 2005**




**Restated**
              **2006**
            
            **2005****Cash
                flows from operating activities:**Net
                loss
            
            $
            (794,482
            )
            $
            (217,043
            )**Adjustments
                to reconcile net loss to net cash used in operating
                activities:**Compensation
                paid by issuance of stock
            
            
            143,048
            
            
            75,000Depreciation
                and Amortization
            
            
            28,638
            
            
            -Amortization
                of Debt Discount
            
            
            65,625**Changes
                in operating assets and liabilities:**Accounts
                Receivable
            
            
            (15,024
            )
            
            -Inventory
            
            
            (14,002
            )
            
            -Subscription
                Receivable
            
            
            (3,000
            )
            
            -Bank
                overdraft
            
            
            (66
            )
            
            66Accounts
                payable
            
            
            (32,469
            )
            
            (43,643
            )Accrued
                liabilities
            
            
            325,667
            
            
            20,762Customer
                deposits
            
            
            130,496
            
            
            -Net
                cash used by operating activities
            
            $
            (165,539
            )
            $
            (164,858
            )**Cash
                flows from investing activities:**Increase
                in Fixed Assets
            
            $
            (3,775
            )
            
            -Net
                cash used for investing activities
            
            $
            (3,775
            )
            
            -**Cash
                flows from financing activities:**Cash
                from acquisition of Stellar Energy Services, Inc.
            
            $
            9,025
            
            
            -Cash
                from acquisition of Titan Energy Development, Inc.
            
            
            3,694
            
            
            -Proceeds
                from issuance of notes to related party
            
            
            -
            
            $
            36,070Payment
                of notes by stock conversion
            
            
            (40,200
            )Proceeds
                from issuance of notes
            
            
            190,530
            
            
            105,000Proceeds
                from issuance of common stock
            
            
            37,744
            
            
            16,581Net
                cash provided by financing activities
            
            $
            200,793
            
            $
            157,651Increase
                (decrease) in cash and cash equivalents
            
            $
            31,479
            
            $
            (7,207
            )Cash
                and cash equivalents, beginning of year
            
            
            -
            
            
            7,207Cash
                and cash equivalents, end of year
            
            $
            31,479
            
            
            -Preferred
                and Common Stock issued for acquisitions
            
            $
            1,990,000
            
            
            -Stock
                issued for services
            
            $
            134,048
            
            $
            75,000Stock
                issued to convert long-term debt
            
            $
            60,000
            
            $
            77,500Stock
                issued for services subsequently cancelled
            
            
            -
            
            $
            (200,000
            )





**See
      accompanying notes to financial statements**


F-5




**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      1 - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




**Background**




Titan
      Energy Worldwide, Inc. (the Company) was incorporated on December 28, 2006
      in
      the state of Nevada and was formerly known as “Safe Travel Care, Inc.,” a Nevada
      corporation.




Safe
      Travel was originally incorporated under the name “Global-Link Enterprises,
      Inc.” in the state of Nevada on November 20, 1998. On February 4, 2000 the
      Company filed a Certificate of Name Change with the state of Nevada to change
      the Company’s name to “MLM World News Today, Inc.” which was granted on April 7,
      2000. On August 14, 2002, the Company changed its name to “Presidential Air
      Corporation.”




On
      May 2,
      2003, the Company executed an agreement to acquire all of the assets of “Safe
      Travel Care, Inc.,” a California general partnership, and changed the Company’s
      name from Presidential Air Corporation to “Safe Travel Care, Inc.”




On
      July
      21, 2006, Safe Travel Care, Inc. entered into an agreement and plan of merger
      with Titan Energy Development, Inc. (“TEDI”) (“the Merger Agreement”). In
      exchange for transferring TEDI to Safe Travel Care, Inc., the TEDI shareholders
      received stock consideration consisting of 1,000,000 newly issued shares of
      the
      Company’s preferred stock (the “Merger”), which were divided proportionately
      among the TEDI shareholders in accordance with their respective ownership
      interests in TEDI immediately before the completion of the Merger. The TEDI
      Shareholders also received 1,000,000 shares of common stock. The Company changed
      its name to “Titan Energy Worldwide, Inc.” on December 26, 2006.




TEDI
      is a
      manufacturer and distributor of emergency on site survival equipment called
      the
      Sentry 5000.




On
      December 28, 2006, the Company acquired Stellar Energy Services, Inc., a
      Minnesota corporation (“Stellar”), whereby Stellar exchanged all its common
      shares for 750,000 newly issued shares of the Company’s preferred stock, plus a
      Note payable to Stellar shareholders of $823,000. The Stellar shareholders
      also
      received 1,000,000 share of common stock.




Stellar
      provides products and services to protect an industry’s critical equipment from
      power outages, over/under voltage or transient surges and harmonic
      distortion.




On
      December 28, 2006, the Company changed its trading symbol to “TEWW” and is
      trading on the OTCBB.




The
      Company has executive offices located at 311 Fourth Ave. Suite 317, San Diego
      CA
      92101 and its telephone number is (619) 342-7449. There are additional offices
      at Next Energy Alternative Technologies Center, 461 Burroughs Street, Detroit
      MI
      48202 and in Burnsville Minnesota.




Following
      is a summary of the Company’s significant accounting policies.


F-6
 
 **Principles
        of Consolidation**
  The
        financial statements include the accounts of the Company and its 100%-owned
        subsidiaries, TEDI and Stellar. The Statement of Operations includes the
        accounts of the Company for the year, plus TEDI for the period after
        acquisition, or August 1, 2006, and Stellar for the three-day period from
        December 28, 2006 to December 31, 2006.
 F-7




**NOTES
      TO FINANCIAL STATEMENTS**




**Basis
      of Presentation**




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. The Company incurred
      a net loss for the year ended December 31, 2006 of $794,482 and at December
      31,
      2006, had an accumulated deficit of $4,259,682. These conditions raise
      substantial doubt as to the Company’s ability to continue as a going concern.
      These financial statements do not include any adjustments that might result
      from
      the outcome of this uncertainty. These financial statements do not include
      any
      adjustments relating to the recoverability and classification of recorded asset
      amounts, or amounts and classification of recorded asset amounts, or amounts
      and
      classification of liabilities that might be necessary should the Company be
      unable to continue as a going concern.




Management
      has taken the following steps that it believes will be sufficient to provide
      the
      Company with the ability to continue in existence.




Management
      has acquired Companies that they believe will be cash positive and intends
      to
      raise financing through the issuance of its common stock, preferred stock or
      debt financing.




**Use
      of Estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      financial statements, and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those
      estimates.




**Revenue
      Recognition**




Revenue
      is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
      Recognition in Financial Statements”. The Company recognizes revenue when the
      significant risks and rewards of ownership have been transferred to the customer
      pursuant to applicable laws and regulations, including factors such as when
      there has been evidence of a sales arrangement, delivery has occurred, or
      services have been rendered, the price to the buyer is fixed or determinable,
      and collectibility is reasonably assured.




**Concentration
      of Credit Risk**




Financial
      instruments which subject the Company to concentrations of credit risk include
      cash and cash equivalents.




The
      Company maintains its cash in well-known banks selected based upon management’s
      assessment of the bank’s financial stability. Balances may periodically exceed
      the $100,000 federal depository insurance limit; however, the Company has not
      experienced any losses on deposits.


F-8




**NOTES
      TO FINANCIAL STATEMENTS**




**Intangible
      Assets**




In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142,
“Goodwill and Other Intangible Assets,” the Company evaluates intangible assets
      and other long-lived assets for impairment, at least on an annual basis and
      whenever events or changes in circumstances indicate that the carrying value
      may
      not be recoverable from its estimated future cash flows. Recoverability of
      intangible assets and other long-lived assets is measured by comparing their
      net
      book value to the related projected undiscounted cash flows from these assets,
      considering a number of factors including past operating results, budgets,
      economic projections, market trends and product development cycles. If the
      net
      book value of the asset exceeds the related undiscounted cash flows, the asset
      is considered impaired, and a second test is performed to measure the amount
      of
      impairment loss.




**Cash
      Equivalents**




For
      purposes of reporting cash flows, the Company considers all short-term
      investments with an original maturity of three months or less to be cash
      equivalent.




**Property
      and Equipment**




Property
      and equipment are recorded at cost. Depreciation is provided using the
      straight-line method over the estimated useful lives of the assets, which range
      from three to seven years. Expenditures for major renewals and betterments
      that
      extend the original estimated economic useful lives of the applicable assets
      are
      capitalized. Expenditures for normal repairs and maintenance are charged to
      expense as incurred. The cost and related accumulated depreciation of assets
      sold or otherwise disposed of are removed from the accounts, and any gain or
      loss is included in operations.




**Comprehensive
      Income**




SFAS
      No.
      130, “Reporting Comprehensive Income,” establishes standards for the reporting
      and display of comprehensive income and its components in the financial
      statements. For the years ended December 31, 2006 and 2005, the Company has
      no
      items that represent other comprehensive income, and accordingly, has not
      included a schedule of comprehensive income in the financial
      statements.




**Advertising
      Costs**




Advertising
      costs are expensed as incurred. There were no advertising expenses for the
      year
      ended December 31, 2005 and such costs were $4,577 in 2006.




**Income
      Taxes**




The
      Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes.”
Under the asset and liability method of SFAS 109, deferred tax assets and
      liabilities are recognized for the future tax consequences attributable to
      differences between the financial statements carrying amounts of existing assets
      and liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled.


F-9




**NOTES
      TO FINANCIAL STATEMENTS**




**Loss
      per Share**




In
      accordance with SFAS No. 128, “Earnings Per Share,” the basic income / (loss)
      per common share is computed by dividing net income / (loss) available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted income per common share is computed similar to basic income per share
      except that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common shares
      had been issued and if the additional common shares were dilutive. As of
      December 31, 2005, the Company does not have any equity or debt instruments
      outstanding that can be converted into common stock.




**Stock-Based
      Compensation**




As
      permitted by SFAS No. 123, for 2005, the Company accounted for share-based
      payments to employees using APB opinion no 25’s intrinsic value method and as
      such generally recognized no compensation cost for employee stock options.
      Effective January 1, 2006, we have adopted SFAS No. 123R fair value method
      of
      accounting for share based payments. Accordingly, the adoption of SFAS No.
      123R’s fair value method may have a significant impact on the Company’s results
      of operations as we are required to recognize the cost of employee services
      received in exchange for awards of equity instruments based on the grant date
      fair value of those rewards. SFAS No. 123R permits public companies to adopt
      its
      requirements using either the modified prospective method or the modified
      retrospective method. The Company adopted SFAS No. 123R using the modified
      prospective method. In April 2005, the SEC delayed the effective date of SFAS
      No. 123R which is now effective for public companies for annual rather than
      interim periods that begin after June 15, 2005. The Company believes that the
      impact of the adoption will not be significant. Options or share awards issued
      to non-employees are valued using the fair value method and expensed over the
      period services are provided.




**Fair
      value of financial instruments**




The
      Company uses the following methods and assumptions to estimate the fair value
      of
      derivative and other financial instruments at the relative balance sheet
      date:




·
            Short-term
                financial statements (cash equivalents, accounts receivable and payable,
                short-term borrowings, and accrued liabilities) - cost approximates
                fair
                value because of the short maturity
                period.




·
            Long-term
                debt - fair value is based on the amount of future cash flows associated
                with each debt instrument discounted at our current borrowing rate
                for
                similar debt instruments of comparable
                terms.




**Segment
      Reporting**




Based
      on
      the Company’s integration and management strategies, the Company operated in a
      single business segment. For the year ended December 31, 2006, the Company
      had
      insignificant revenue.


F-10




**NOTES
      TO FINANCIAL STATEMENTS**




**Impairment
      of Long-Lived Assets**




In
      the
      event that facts and circumstances indicate that the carrying value of a
      long-lived asset, including associated intangibles, may be impaired, an
      evaluation of recoverability is performed by comparing the estimated future
      undiscounted cash flows, associated with the asset or the asset’s estimated fair
      value to the asset’s carrying amount to determine if a write-down to market
      value or discounted cash flow is required.




**Recent
      Accounting Pronouncements**




In
      May
      2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
      Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3.
      This
      Statement replaces APB Opinion No. 20, Accounting Changes and FASB Statement
      No.
      3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the
      requirements for the accounting for and reporting of a change in accounting
      principle. This statement applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. Opinion 20 previously required that most voluntary changes in
      accounting principle be recognized by including in net income of the period
      of
      the change the cumulative effect of changing to the new accounting principle.
      This Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle, unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. This Statement defines as the application of a different accounting
      principle to prior accounting periods as if that principle had always been
      used
      or as the adjustment of previously issued financial statements to reflect a
      change in the reporting entity. This statement also redefines restatement as
      the
      revising of previously issued financial statements to reflect the correction
      of
      an error. The adoption of SFAS 154 did not impact the financial
      statements.




In
      February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Statements”. SFAS No. 155 amends SFAS No. 133, “Accounting for
      Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.
      SFAS No. 155, permits fair value measurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of SFAS No. 133, establishes a requirement to evaluate
      interest in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial statements that contain
      an
      embedded derivative requiring bifurcation, clarifies that concentrations of
      credit risk in the form of subordination are not embedded derivatives, and
      amends SFAS No. 140 to eliminate the prohibition on the qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument. This statement is effective for all financial instruments acquired
      or issued after the beginning of the Company’s first fiscal year that begins
      after September 15, 2006. Management believes that this statement will not
      have
      a significant impact on the financial statements.




In
      March
      2006, FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this
      Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing
      of Financial Assets and Extinguishment of Liabilities,” with respect to the
      accounting for separately recognized servicing assets and servicing liabilities.
      This Statement:




1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.


F-11




**NOTES
      TO FINANCIAL STATEMENTS**




2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable.




3.
            Permits
                an entity to choose “Amortization method” or “Fair value measurement
                method” for each class of separately recognized servicing assets and
                servicing liabilities.




4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.




5.
            Requires
                separate presentation of servicing assets and liabilities subsequently
                measured at fair value in the statement of financial position and
                additional disclosures for all separately recognized servicing assets
                and
                servicing liabilities.




Management
      believes that this statement will not have a significant impact on the financial
      statements.




In
      June,
      2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes” (“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in an enterprise’s financial statements in accordance with FASB Statement No.
      109, “Accounting for Income Taxes”. FIN 48 also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. FIN 48 is effective in fiscal years
      beginning after December 15, 2006. Management believes that this statement
      will
      not have a significant impact on the financial statements.




In
      September, 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (SFAS No.
      157). SFAS No. 157 defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (“GAAP”), expands
      disclosures about fair value measurements, and applies under other accounting
      pronouncements that require or permit fair value measurements. SFAS No. 157
      does
      not require any new fair value measurements; however the FASB anticipates that
      for some entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, which for the Company would be its fiscal
      year beginning January 1, 2008. The implementation of SFAS No. 157 is not
      expected to have a material impact on the Company’s results of operations and
      financial condition.




In
      September, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, “Employer’s Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and
      132(R)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multi-employer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. This pronouncement does not currently apply to the
      Company.


F-12




**NOTES
      TO FINANCIAL STATEMENTS**




In
      September, 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (Topic IN), “Quantifying Misstatements in Current
      Year Financial Statements” (SAB No. 108”). SAB No. 108 addresses how the effect
      of prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires SEC
      registrants (i) to quantify misstatements using a combined approach which
      considers both the balance sheet and income statement approaches; (ii) to
      evaluate whether either approach results in quantifying an error that is
      material in light of relevant quantitative and qualitative factors; and
      (iii) to adjust their financial statements if the new combined approach
      results in a conclusion that an error is material. SAB No. 108 addresses the
      mechanics of correcting misstatements that include effects from prior years.
      It
      indicates that the current year correction of a material error that included
      prior period effects may result in the need to correct prior year financial
      statements even if the misstatement in the prior year or years is considered
      immaterial. Any prior year financial statements found to be materially misstated
      in years subsequent to the issuance of SAB No. 108 would be restated in
      accordance with SFAS No. 154, “Accounting Changes and Error Corrections.”
Because the combined approach represents a change in practice, the SEC staff
      will not require registrants that followed an acceptable approach in the past
      to
      restate prior years’ historical financial statements. Rather, these registrants
      can report the cumulative effect of adopting the new approach as an adjustment
      to the current year’s beginning balance of retained earnings. If the new
      approach is adopted in a quarter other than the first quarter, financial
      statements for prior interim periods within the year of adoption may need to
      be
      restated. SAB No. 108 is effective for fiscal years ending after November 15,
      2006, which for the Company would be its fiscal year January 1, 2007. The
      implementation of SAB No. 108 is not expected to have a material impact on
      the
      Company’s financial position or results of operations.




**NOTE
      2 - NOTES PAYABLE**






Notes
      Payable consists of the following at December 31, 2006:


Note
                  Payable at 10% interest
              
              $
              178,530Note
                  Payable to related party at 10% interest
              
              
              32,470Notes
                  Payable at 8% interest
              
              
              100,000Notes
                  Payable at 7% interest
              
              
              125,000Convertible
                  Note at 8% interest
              
              
              105,000Bank
                  line of Credit with 9.25% interest
              
              
              468,200Note
                  payable to a Bank
              
              
              50,000Other
                  loans
              
              
              63,162Total
              
              $
              1,122,362Less
                  Current portion
              
              
              1,110,134Less
                  Unamortized Discount
              
              
              (39,375
              )Note
                  Payable - current
              
              $
              1,070,759Balance
                  long-term debt
              
              $
              12,228





Note
      Payable of $178,530 to an individual and the note is due on demand. Note payable
      of $32,470 to a related party interest payable semi annually with the balance
      due December 31, 2007. Notes Payable of $100,000 are due within one year. The
      Notes Payable of $125,000 are due on demand and were assumed in the purchase
      of
      TEDI.





Convertible
      Note Payable $105,000 to a non related corporation with interest payable at
      8%
      is due quarterly beginning on January 1, 2006 and the principal balance is
      due
      on maturity September 7, 2007. This note has a beneficial conversion feature
      that was “in-the-money” at the commitment date requiring the Company to
      determine the discount related to this debt pursuant under the Emerging Issue
      Task Force guidance provided in EITF 98-5. The Company has determined that
      the
      full value of the Note should be recognized as a discount. Amortization of
      the
      discount for the year ended December 31, 2006 is $65,375. This s amount includes
      $13,125 that relate to the fourth quarter of 2005, due to immateriality the
      Company has elected not to restate the December 31, 2005.





In
      the
      acquisition of Stellar, the Company assumed debt consisting of a Bank Credit
      Line due on demand, a Note Payable to a Bank due in January 2006 with interest
      at 3% plus prime and some automobile financing




Accrued
      interest on the notes payable totals $102,642 at December 31, 2006, and is
      included in accrued liabilities.




F-13




**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      3 - INCOME TAXES**




The
      reconciliation of the effective income tax rate to the federal statutory rate
      for the year ended December 31, 2006 is as follows:




**Year
                End**
              **December
                31,**
              **2006**Federal
                income tax rate
            
            
            34.00
            %Effect
                of net operating loss
            
            
            (34.00
            )%Effective
                income tax rate
            
            
            0.00
            %





Deferred
      tax assets and liabilities reflect the net effect of temporary differences
      between the carrying amount of assets and liabilities for financial reporting
      purposes and amounts used for income tax purposes.




The
      Company has a net operating loss carry forward of approximately
      $4,000,000.




The
      Company may offset net operating loss carry forwards against future taxable
      income through the year 2020. No tax benefit has been reported in the financial
      statements as the Company believes that the carry-forward will expire unused.
      Accordingly, the potential tax benefits of the net operating loss carry-forwards
      are offset by valuation allowance of the same amount.




**NOTE
      4 - ACQUISITIONS**




On
      July
      21, 2006, the Company acquired Titan Energy Development, Inc. (“TEDI”) pursuant
      to the “Stock Exchange Agreement”, which provided that the TEDI shareholders
      would receive 1,000,000 shares of the Company’s newly issued Series B Preferred
      Stock. The Preferred Stock would be divided proportionally among the TEDI
      shareholders in accordance with their respective ownership interest in TEDI
      immediately before the exchange transaction. As a condition of the agreement,
      the shareholders of TEDI also received 1,000,000 shares of common stock of
      the
      Company. Pursuant to the “Stock Exchange Agreement” the Company acquired a 100%
      interest in TEDI, and as a result, TEDI became a wholly-owned subsidiary of
      the
      Company.


F-14




**NOTES
      TO FINANCIAL STATEMENTS**




Each
      share of Series B stock will be convertible into the Company’s common stock
      starting on August 4, 2008. Each Preferred share will convert to $1.00 value
      of
      the Company’s common stock at the time of conversion. The “Stock Exchange
      Agreement” contains certain escalation considerations as follows: (i) if
      TEDI gross revenues for 2007 and 2008 average $1.0 million or more, each share
      of Series B Preferred Stock will convert to $1.50 in value of the Company’s
      common stock at the time of conversion, (ii) if TEDI gross revenues for
      2007 and 2008 average $2.0 million or more, each share of Series B Preferred
      Stock will convert to $2.00 in value of The Company’s stock at the date of
      conversion, (iii) if TEDI gross revenues for 2007 and 2008 average $3.0
      million or more, each share of Series B Preferred Stock will convert to $3.00
      in
      value of the Company’s common stock at the time of conversion, (iv) if TEDI
      gross revenues for 2007 and 2008 average $4.0 million or more, each share of
      Series B Preferred Stock will convert to $4.00 in value of Company stock at
      the
      time of conversion, (v) similar progression will apply to additional
      increases in gross revenues over the period of 2007 to 2008.




The
      purchase price was allocated to tangible and intangible assets and liabilities
      at the date of acquisition as follows:





**Allocation**Current
                assets
            
            $
            175.340Property
                and equipment
            
            
            4,160Customer
                list
            
            
            666,947Goodwill
            
            
            690,339Total
                assets
            
            
            1,536,786Less
                - Total liabilities
            
            
            366,786$
            $1,170,000





On
      December 28, 2006, the Company acquired Stellar Energy Services, Inc.
      (“Stellar”) pursuant to the “Stock Exchange Agreement” dated December 28, 2006.
      Pursuant to the Stock Exchange Agreement, the Company acquired a 100% interest
      in Stellar, and as a result, Stellar became a wholly-owned subsidiary of the
      Company.




Under
      the
      Stock Exchange Agreement, in exchange for surrendering their shares in Stellar,
      the Stellar shareholders received stock consideration of 750,000 newly issued
      shares of the Company’s Series C Preferred Stock, which were divided
      proportionally among the Stellar shareholders in accordance with their
      respective ownership interests in Stellar immediately before the completion
      of
      the Stock Exchange Transaction. As a condition of the Agreement, the Stellar
      shareholders received at the closing: a promissory note for (i) a cash
      payment of $588,000 due on January 15, 2007 and a (ii) cash payment of
      $235,000 due on June 15, 2007. In addition, the Stellar shareholders received
      1,000,000 shares of common stock.




Each
      share of Series C Preferred Stock can be converted into $1.00 worth of the
      Company’s common stock beginning December 28, 2008. Escalated conditions on this
      conversion apply if the Stellar subsidiary achieves specified revenue goals
      over
      the next two years.




The
      purchase price was allocated to tangible and intangible assets and liabilities
      at the date of acquisition as follows:





**Allocation**Current
                assets
            
            $
            2,103,284Property
                and equipment
            
            
            72,714Other
                assets
            
            
            4,130Customer
                list
            
            
            786,189Goodwill
            
            
            908,821Total
                assets
            
            
            3,875,138Less
                - Total liabilities
            
            
            2,232,138$
            1,643,000


F-15




**NOTES
      TO FINANCIAL STATEMENTS**




The
      following unaudited pro forma financial information presents the combined
      results of operations of Titan Energy Worldwide, Inc. and Stellar Energy
      Service, Inc. as if the acquisition had occurred as of the beginning of the
      period presented. The unaudited pro forma financial information is not
      necessarily indicative of what the Company’s consolidated results of operations
      actually would have been had the Company completed the acquisition at the
      beginning of each period. In addition, the unaudited pro forma financial
      information does not attempt to project the future results of operations of
      the
      combined company.





**Years
                ended December 31,****2006**
            
            **2005**Revenues
            
            $
            7,036,267
            
            $
            4,720,907Cost
                of sales
            
            
            5,941,172
            
            
            3,920,362Gross
                profit
            
            $
            1,095,095
            
            $
            800,545General
                and administrative expense
            
            
            1,898,159
            
            
            586,994Loss
                from operations
            
            $
            (803,064
            )
            $
            (786,449
            )Interest
                expense
            
            
            74,245
            
            
            37,770\Net
                loss
            
            $
            (877,309
            )
            $
            (824,219
            )





**NOTE
      5 - COMMITMENTS**




The
      Company subleases its executive office from a director of the company under
      a
      month to month agreement at $0 per month. The Company also leases additional
      office facilities under a two year lease agreement expiring on February 15,
      2007. The minimum annual rental is $1,036.The Company also leases space for
      its
      subsidiary expiring September 30, 2007. Minimum annual rental equals $12,222.The
      Company is also obligated under rental agreements on its subsidiary Stellar.
      Minimum annual rentals are $15,892 in 2007 and $3,944 in 2008. Total minimum
      annual lease payments are as follows:




**Total
                Minimum Annual Lease Payments**Year
                ending December 31, 2007
            
            $
            29,150Year
                ending December 31, 2008
            
            
            3,944$
            33,094




**NOTES
        TO FINANCIAL STATEMENTS**
  **NOTE
        6 - COMMON STOCK TRANSACTIONS**
  During
        the year ended December 31, 2006, the Company issued 138,990,894 shares of
        its
        common stock. Of this amount, 60,000,000 was converted to reduce debt,
        15,990,894 went to raise funds and the balance of 63,000,000 shares for
        employees and consultants.
  On
        December 26, 2006, the Company effected a 50 to 1 reverse stock split, excluded
        from the split were shares issued in conjunction with the acquisition of
        TEDI
        and Stellar.




F-16






**NOTE
          7 -RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS**
  The
        Company has restated its consolidated balance sheet as of December 31, 2006,
        and
        the related consolidated statements of income, stockholders’ equity and cash
        flows for fiscal year ended December 31, 2006 in this Form 10-KSB/A.  These
        restatements relate to (i) the Company’s recognition of Beneficial Conversion
        Feature in convertible debt with detachable warrants, (ii) the correction
        of
        errors relating to the purchase price allocation, and (iii) recognition of
        revenue for the sale consulting service.
 .
 **Beneficial
        Conversion Feature:**
  In
        accordance with Emerging Issues Task Force Issue 98-5, “Accounting for
        Convertible Securities with a Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios” (“EITF 98-5”), the Company recognized a beneficial
        conversion feature present in the Convertible Note. The Company recognized
        and
        measured an aggregate of $105,000 of the proceeds, which is equal to the
        intrinsic value of the embedded beneficial conversion feature, to additional
        paid-in capital and a discount against the Convertible Notes. The debt discount
        attributed to the beneficial conversion feature issued is amortized over
        the
        Convertible Note’s maturity period (two years) as interest expense. In the year
        ended December 31, 2006, the amortization was $65,625, which includes the
        fourth
        quarter of 2005.
  **Purchase
          Price Adjustments:**
 
 In
          the
          purchase of Titan Energy Development, Inc., the Company had allocated the
          purchase price based on the allocation of the preferred shares. The preferred
          shares issued to the shareholders had a minimum value of $1.00 per share.
          This
          resulted in increasing the purchase price from $849,000 to $1,170,000.
          In
          addition, the allocation was based on the September 30, 2006 balance sheet
          and
          not the purchased balance sheet as of July 31, 2007, with resulted in affecting
          various balance sheet accounts. The purchase allocation resulted in an
          intangible for Customer List which should have been amortized over the
          estimated
          life of 5 years. The statement of operations includes $27,789 of additional
          expense. In the Company’s purchase of Stellar Energy Services, the purchase
          price did not include additional consideration of 1,000,000 shares of Common
          stock valued at $70,000. The adjustment increased goodwill.
 
 **Recognition
          of Revenue:**
 
 In
          the
          fourth quarter of 2006, the Company recognized $10,000 for consulting services,
          however this amount should not have been recognized as the work was not
          completed and resulted in a full refund in the first quarter of 2007. The
          earnings per share also was adjusted for the 50-to-1 reverse stock split
          on
          December 26, 2006.
 
 The
          changes to the Balance Sheet and Statement of Operations as of and for
          the year
          ended December 31, 2006 are as follows:
 
 **Consolidated
                    Balance Sheet**
                
                **As
                    Reported**
                
                **Adjustment**
                
                **Restated****Customer
                    and distribution list**
                
                
                1,453,136
                
                
                (27,789
                )
                
                1,425,347**Goodwill**
                
                
                1,315,231
                
                
                283,929
                
                
                1,599,160**Other
                    Assets**
                
                
                29,130
                
                
                (25,000
                )
                
                4,130**Total
                    Assets**
                
                
                5,210,177
                
                
                231,140
                
                
                5,441.317**Notes
                    payable**
                
                
                794,134
                
                
                276,625
                
                
                1,070,759**Deposit
                    and Deferred Revenue**
                
                
                680,879
                
                
                10,000
                
                
                690,879**Long-term
                    debt**
                
                
                328,228
                
                
                (316,000
                )
                
                12,228**Total
                    Liabilities**
                
                
                4,416,150
                
                
                (29,375
                )
                
                4,386,775**Common
                    Stock**
                
                
                498
                
                
                200
                
                
                698**Preferred
                    Stock Series A**
                
                
                300
                
                
                (100
                )
                
                200**Additional
                    Paid in Capital**
                
                
                4,949,322
                
                
                363,829
                
                
                5,313,151**Accumulated
                    Deficit**
                
                
                (4,156,268
                )
                
                (103,414
                )
                
                (4,259,682
                )**Total
                    Shareholder Equity**
                
                
                794,027
                
                
                260,515
                
                
                1,054,542
  **Consolidated
                      Statement of Operations**
                  
                  **As
                      Reported**
                  
                  **Adjustment**
                  
                  **Restated**Revenue
                  
                  
                  10,000
                  
                  
                  (10,000
                  )
                  
                  -Gross
                      profit
                  
                  
                  10,000
                  
                  
                  (10,000
                  )
                  
                  -General
                      and administrative expenses
                  
                  
                  660,317
                  
                  
                  27,789
                  
                  
                  688,106Loss
                      from operations
                  
                  
                  (650,317
                  )
                  
                  (27,789
                  )
                  
                  (688,106
                  )Interest
                      expense
                  
                  
                  40,751
                  
                  
                  65,625
                  
                  
                  106,376Net
                      loss
                  
                  
                  (691,068
                  )
                  
                  (103,414
                  )
                  
                  (794,482
                  )Weighted
                      average number of shares
                  
                  
                  82,948,562
                  
                  
                  (79,198,932
                  )
                  
                  3,749,609**Basic
                      and diluted net loss per common share**
                  
                  
                  (0.00
                  )
                  
                  (0.21
                  )
                  
                  (0.21
                  )
 F-17





**Item
      8.**  **Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure**




Effective
      March 10, 2005, we dismissed our independent auditor, Andrew M. Smith CPA
      (“Andrew Smith”) because Andrew Smith was not registered with the Public Company
      Accounting Oversight Board (“PCAOB”).




Andrew
      Smith’s reports on our financial statements for the year ended December 31, 2003
      did not contain an adverse opinion or a disclaimer of opinion, and were not
      qualified or modified as to uncertainty, audit scope, or accounting principles,
      except that Andrew Smith’s report on our Form 10-KSB for the year ended December
      31, 2003 raised substantial doubt about our ability to continue as a going
      concern.




The
      decision to dismiss Andrew Smith was approved by our Board of Directors. We
      filed Andrew Smith’s letter as Exhibit 16 to our amended Current Report on Form
      8-K/A on June 16, 2005.




During
      the two most recent fiscal years and any subsequent interim period through
      March
      10, 2005 there were no disagreements between us and Andrew Smith on any matter
      of accounting principles or practices, financial statement disclosure, or
      auditing scope or procedure, which disagreements, if not resolved to the
      satisfaction of Andrew Smith, would have caused Andrew Smith to make reference
      to the subject matter of the disagreements in connection with his reports on
      the
      financial statements for such periods.




Regulation
      S-B Item 304(a)(1)(iv) was not applicable.




On
      March
      10, 2005 we engaged Gruber & Company, LLC (“Randall Gruber”) as our
      independent accountant to report on our balance sheet as of December 31, 2004,
      and the related combined statements of income, stockholders’ equity and cash
      flows for the years then ended. The decision to appoint Randall Gruber was
      approved by our Board of Directors.




During
      our two most recent fiscal years and any subsequent interim period prior to
      the
      engagement of Randall Gruber, neither we nor anyone on our behalf consulted
      with
      Randall Gruber regarding either (i) the application of accounting
      principles to a specified transaction, either contemplated or proposed, or
      the
      type of audit opinion that might be rendered on our financial statements or
      (ii) any matter that was either the subject of a “disagreement” or a
“reportable event,” as those terms are defined in Regulation S-B, Items
      304(a)(1)(iv.





**Item
      8A.**  **Controls
      and Procedures**




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive and financial officers, as appropriate to allow timely decisions
      regarding required disclosure.




**Evaluation
      of disclosure and controls and procedures**




As
      of the
      end of the period covered by this Annual Report, we conducted an evaluation,
      under the supervision and with the participation of our chief executive officer
      and chief financial officer, of our disclosure controls and procedures (as
      defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation,
      our
      chief executive officer and chief financial officer concluded that our
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by us in reports that we file or submit under the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in Securities and Exchange Commission rules and
      forms.




15




**Changes
      in internal controls over financial reporting**




There
      was
      no change in our internal controls, which are included within disclosure
      controls and procedures, during our most recently completed fiscal quarter
      that
      has materially affected, or is reasonably likely to materially affect, our
      internal controls.





**Item
      8B.**  **Other
      Information**  **.**




None.





**PART
      III**





**ITEM
      9.**  **DIRECTORS
      AND EXECUTIVE OFFICERS OF THE COMPANY**




Our
      directors and executive officers are:





**Name**
            
            **Age**
            
            **Position**
            
            **Position
                Held Since**Jeffrey
                W. Flannery
            
            50
            
            Chief
                Executive Officer, Chief Financial Officer, and Secretary
            
            2006Thomas
                Black
            
            43
            
            President
            
            2006





A
      description of our directors’ business experience during the past five years is
      set forth below.




**Jeffrey
      W. Flannery** has been
      a director of the Company and its Chief Executive Officer and Chief Financial
      Officer since January 1, 2006. He served as the Company’s President and
      Secretary from January 1, 2006 to December 30, 2006. Mr. Flannery is currently
      serving as (i) President, Chief Financial Officer, Secretary and Director
      of Axia Group, Inc., a development-stage company and (ii) Chief Executive
      Officer and Chief Financial Officer of Interact Holdings Group, Inc., a company
      which provides network engineering and data management services. Previously
      from
      1994 to 2004, Mr. Flannery was the founder and Chief Executive Officer of
      Enhanced Information Systems, Inc., an online home health care provider for
      the
      pharmacy industry, Vice President of Development for IUSA, an information
      technology company, and Vice President of Corporate Communications for Center
      For Special Immunology, a public company dedicated to medical treatments for
      immune disorders. As President of FLC Partners, Inc., an investment banking
      services company, Mr. Flannery has provided financial consulting and business
      development services for many public and private companies. Mr. Flannery
      received his B.A in Philosophy from the University of California, Los
      Angeles.




**Thomas
      Black** has been
      a director of the Company and its President, Chief Operating Officer and
      Secretary since December 31, 2006. Previously, Mr. Black served as a Director
      of
      Titan Energy Development, Inc. since its inception in 2003 and as its President
      since April 2005. From 2003 to 2005, he also was President of BluePoint Energy
      Development, Inc., a Nevada corporation that manufactures a state-of-the-art
      cogeneration system. He was also Vice President of Sales for DTE Energy
      Technologies from 2001 to 2003. DTE Energy Technologies is an unregulated
      subsidiary of DTE Energy whose business was designing, engineering,
      manufacturing and distributing cogeneration products and services. Mr. Black
      also served as President of Alliance Energy Systems, Inc. (acquired by DTE
      Technologies) from 1997 to 2001 and as District Manager for ASCO Power
      Technologies (EMERSON) from 1989 to 1997. Mr. Black has over 25 years of
      experience in co-generation, standby and continuous power systems, complex
      electrical switches and switching systems. He is experienced in general
      management, engineering, operations, sales and marketing, and sales training.
      He
      has a Bachelors Degree in Industrial Management form Lawrence Technological
      University.




16




**Section
      16(A) Beneficial Ownership Reporting Compliance**




Under
      Section 16(a) of the Exchange Act, our directors and certain of our officers,
      and persons holding more than 10 percent of our common stock are required to
      file forms reporting their beneficial ownership of our common stock and
      subsequent changes in that ownership with the Securities and Exchange
      Commission. Such persons are also required to furnish us with copies of all
      forms so filed.




Based
      solely upon a review of copies of such forms filed on Forms 3, 4, and 5, we
      are
      aware of one person who during the year ended December 31, 2006, was a director,
      officer, or beneficial owner of more than ten percent of our common stock,
      and
      who failed to file, on a timely basis, reports required by Section 16(a) of
      the
      Securities Exchange Act of 1934 during such fiscal year as follows:




·
            Jeffrey
                W. Flannery was an officer and director during the year 2006 and
                failed to
                timely file a Form 4 for the year ended December 31,
                2006.




**Code
      of Ethics**




We
      have
      adopted a code of ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer or controller, or
      persons performing similar functions. The code of ethics is designed to deter
      wrongdoing and to promote:




·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;




·
            Full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that we file with, or submits to, the SEC and in other
                public
                communications made by us;




·
            Compliance
                with applicable governmental laws, rules and
                regulations;




·
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the code;
                and




·
            Accountability
                for adherence to the code.




A
      copy of
      our code of ethics that applies to our principal executive officer, principal
      financial officer, principal accounting officer or controller, or persons
      performing similar functions is attached to this Annual Report as an exhibit.
      We
      have filed with the SEC a copy of the code of ethics attached
      hereto.




We
      will
      provide to any person without charge, upon request, a copy of our code of
      ethics. Any such request should be directed to our corporate secretary at 311
      4th Avenue, Suite 311, San Diego, CA 92101 telephone (619)
      342-7449


17




**Nominating
      committee**




The
      Company does not have a nominating committee.





**Item
      10.**  **Executive
      Compensation**




**Compensation
      of Executive Officers**




The
      following table sets forth, for the fiscal year ended December 31, 2006, all
      compensation paid by the Company, including salary, bonuses and certain other
      compensation, if any, to its Chief Executive Officer and Chief Financial Officer
      and the Company’s highest paid executive officer other than the CEO. The
      executive officers listed in the table below are sometimes referred to as the
      “named executive officers” in this Annual Report.





**Summary
      Compensation Table for 2006**




**Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Options
                Awards**
              **($)**
            
            **Non-**
              **Equity
                Incentive Plan Compen-sation**
              **($)**
            
            **Change
                in Pension Value and Non-**
              **qualified
                Deferred Compen-sation Earnings**
              **($)**
            
            **All
                Other Compen-sation**
              **($)**
            
            **Total**
              **($)**Jeffrey
                Flannery(1)
              President,
                CEO and CFO
            
            
            2006
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Thomas
                Black
              President,
                COO,
              Director
                and Secretary(2)
            
            
            2006
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            65,000
            (3)
            
            65,000





(1)
            On
                December 30, 2006, Jeffrey W. Flannery resigned as President of the
                Company. He retained his position as Chief Executive Officer and
                Chief
                Financial Officer of Titan.(2)
            On
                December 31, 2006, Thomas Black was appointed President, Chief Operating
                Officer, Director and Secretary.(3)
            Consists
                of $45,000 in cash and $20,000 stock
                payments





**Directors’
      Compensation**




We
      have
      no formal or informal arrangements or agreements to compensate our directors
      for
      services they provide as directors of the Company.


18




**Employment
      Agreements**




None.




**Confidentiality
      Agreements**




None.





**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters**




**Securities
      Authorized for Issuance under Equity Compensation Plans**




None.




**Security
      Ownership of Certain Beneficial Owners and Management**




The
      following table sets forth, as of April 12, 2006, information concerning
      ownership of our securities by




·
            Each
                person who beneficially owns more than five percent of the outstanding
                shares of our common stock;




·
            Each
                person who beneficially owns more than five percent of the outstanding
                shares of our preferred stock;




·
            Each
                director;




·
            Each
                named executive officer; and




·
            All
                directors and officers as a group.


**Common
                  Stock**
                **Beneficially
                  Owned**(2)
              
              **Preferred
                  Stock**
                **Beneficially
                  Owned**(2)**Name
                  and Address of Beneficial Owner**(1)
              
              **Number**
              
              **Percent**
              
              **Number**
              
              **Percent**Jeffrey
                  W. Flannery, CEO, CFO
                and
                  Secretary
              
              
              0
              
              
              0
              
              
              400,000,000
              (3)
              
              100
              %(3)Thomas
                  Black, President
              
              
              0
              
              
              0
              
              
              0
              
              
              0.All
                  directors and executive officers as a
                group
                  (two persons)
              
              
              0
              
              
              0
              
              
              400,000,000
              (3)
              
              100
              %(3)


(1)
            Unless
                otherwise indicated, the address for each of these stockholders is
                c/o
                Titan Energy Worldwide, Inc., 311 4th Avenue, Suite 317, San Diego,
                CA
                92101.




Also,
                unless otherwise indicated, each person named in the table above
                has the
                sole voting and investment power with respect to his shares of our
                common
                and preferred stock beneficially
                owned.




(2)
            Beneficial
                ownership is determined in accordance with the rules of the
                SEC.




(3)
            Mr.
                Flannery is the holder of 2,000,000 shares of Series A Preferred
                Stock,
                which have a 200 to 1 conversion ratio into shares of Common Stock.
                The
                figure above reflects the 400,000,000 common shares in their ownership
                figure even though no conversion has taken place. The Preferred Shares
                have 200 votes per share.




**Change
      in Control Arrangements**




There
      are
      no arrangements, known to us, including any pledge by any person of our
      securities, the operation of which may at a subsequent date result in a change
      in control of the Company.




19




There
      are
      no arrangements or understandings among members of both the former and the
      new
      control groups and their associates with respect to election of directors or
      other matters.





**Item
      12.**  **Certain
      Relationships and Related Transactions**  **.**




None.




**Parents**




None.




**Promoters
      and Control Persons**




Not
      applicable.





20





**ITEM
      13.**  **EXHIBITS**




**Exhibit
                No.**
            
            **Identification
                of Exhibit**3.1*
            
            Articles
                of Incorporation, filed on November 20, 1998.3.2*
            
            Certificate
                of Amendment to Articles of Incorporation, filed February 4,
                2000.3.3*
            
            Certificate
                of Amendment to Articles of Incorporation, filed February 14,
                2001.3.4*
            
            Certificate
                of Amendment to Articles of Incorporation, filed August 14,
                2002.3.5*
            
            Certificate
                of Amendment to Articles of Incorporation, filed September 4,
                2002.3.6*
            
            Certificate
                of Amendment to Articles of Incorporation, filed October 15,
                2002.3.7*
            
            Certificate
                of Amendment to Articles of Incorporation, filed May 2,
                2003.3.8*
            
            Certificate
                of Amendment to Articles of Incorporation, filed August 31,
                2005.3.9*
            
            Certificate
                of Designation establishing our Series A Preferred Stock, filed August
                31,
                2005.3.10*
            
            Bylaws10.1*
            
            Agreement
                and Plan of Merger with Titan Energy Development, Inc., dated July
                21,
                200610.2*
            
            Stock
                Purchase and Exchange Agreement with Stellar Energy Services, Inc.,
                dated
                December 28, 200614*
            
            Code
                of Ethics21*
            
            Subsidiaries23**
            
            Consent
                of Auditors31.1**
            
            Certification
                of Jeffrey W. Flannery, Chief Executive Officer and Chief Financial
                Officer of the Company pursuant to 18 U.S.C. §1350, as adopted pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
            
            Certification
                of Jeffrey W. Flannery, Chief Executive Officer and Chief Financial
                Officer of the Company pursuant to 18 U.S.C. §1350, as adopted pursuant to
                Section.906 of the Sarbanes-Oxley Act of
                2002.





*
            Previously
                Filed




**
            Filed
                Herewith





21





**Item
      14.**  **Principal
      Accountant Fees and Services**  ****




**Audit
      Fees**




The
      aggregate fees billed by Randall Gruber for professional services rendered
      for
      the audit of our annual financial statements for fiscal year ended December
      31,
      2006 were $20,000 and for the fiscal year ended December 31, 2005 were
      $4,000




**Audit-Related
      Fees**




The
      aggregate audit-related fees billed by Randall Gruber for professional services
      rendered for the audit of our annual financial statements for fiscal year ended
      December 31, 2005 were $4,000 and for the fiscal year ended December 31, 2005
      were $2,250.




**Tax
      Fees**




The
      aggregate fees billed by Randall Gruber in each of the last two fiscal years
      for
      professional services rendered in connection with tax compliance, tax advice
      and
      tax planning were -0-.




**All
      Other Fees**




There
      were no other fees billed by Randall Gruber for professional services rendered,
      other than as stated under the captions Audit Fees, Audit-Related Fees, and
      Tax
      Fees.





22




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as
      amended, the Company has duly caused this Annual Report to be signed on its
      behalf by the undersigned, thereunto duly authorized.




**TITAN
                ENERGY WORLDWIDE, INC.**Dated:
                September 28, 2007
            By:
            /s/
                Jeffrey W. FlanneryJeffrey
                W. Flannery
              Chief
                Executive Officer and Chief Financial
                Officer




23