Unassociated Document

Indicate by check mark whether the registrant (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 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

		Page
PART I		3
ITEM 1.	Financial Statements	3
ITEM 2.	Management’s Discussion and Analysis or Plan of Operation.	19
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk.	22
ITEM 4.	Controls and Procedures	22
PART II - OTHER INFORMATION		24
ITEM 1.	Legal Proceedings	24
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3.	Defaults Upon Senior Securities	24
ITEM 4.	Submissions of Matters to a Vote of Security Holders	24
ITEM 5.	Other Information	24
ITEM 6.	Exhibits	25
SIGNATURES		26

	June 30,			December 31,
	2008			2007
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	670,715		$	742,564
Accounts receivable, less allowance for doubtful accounts of $52,000 and $50,000, respectively		1,844,470			1,089,845
Inventory		1,248,241			598,207
Other current assets		94,283			137,005
Total current assets		3,857,709			2,567,621
Property and equipment, net		160,433			133,421
Customer and distribution lists		1,207,377			1,280,034
Goodwill		1,599,160			1,599,160
Other assets		15,199			22,532
Total assets	$	6,839,878		$	5,602,768
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable-current portion	$	706,351		$	544,425
Accounts payable		1,411,363			882,126
Accrued compensation		230,883			537,584
Accrued liabilities – other		112,160			437,616
Customer deposits and deferred revenue		91,193			72,903
Total current liabilities		2,551,950			2,474,654
Notes payable, less current portion		–			3,670
Total liabilities		2,551,950			2,478,324

Commitments and Contingencies

Stockholders’ equity
Common stock 1,800,000,000 shares authorized, $.0001 par value, issued and outstanding 15,438,167 and 15,398,205		1,544			1,540
Preferred Stock Series D, 10,000,000 authorized, $.0001 par value, issued and outstanding 657 and 411		1			1
Additional paid in capital		26,946,084			24,169,118
Accumulated deficit		(22,659,701	)		(21,046,215	)
Total stockholders’ equity	$	4,287,928		$	3,124,444
Total liabilities and stockholders’ equity	$	6,839,878		$	5,602,768

	Three Months Ended June 30,
	2008			2007
Sales of equipment	$	2,212,380			2,294,144
Sales of service and parts		482,539			509,704
Total sales		2,694,919			2,803,848

Material cost and labor for equipment		1,840,381			1,900,661
Material cost and labor for service and parts		331,103			452,077
Total cost of sales		2,171,484			2,352,738
Gross profit		523,435			451,110

Salaries, wages and benefits		389,788			221,624
Consulting and professional fees		185,829			217,374
Other general and administrative expense		225,510			182,577
Total general and administrative expenses		801,127			621,575

Loss from operations		(277,692	)		(170,465	)

Interest expenses		10,537			65,474
Amortization of debt discount and financing cost		1,472			279,031
Net loss	$	(289,701	)	$	(514,970	)
Weighted average number of shares outstanding		15,438,167			608,841
Basic and diluted net loss per common share	$	(0.02	)	$	(0.85	)

	Six Months Ended June 30,
	2008			2007
Sales of equipment	$	2,952,043			4,479,637
Sales of service and parts		940,775			904,259
Total sales		3,892,818			5,383,896

Material cost and labor for equipment		2,504,867			3,863,982
Material cost and labor for service and parts		710,446			885,651
Total cost of sales		3,215,313			4,749,633
Gross profit		677,505			634,263

Salaries, wages and benefits		826,306			526,664
Consulting and professional fees		323,295			470,283
Other general and administrative expense		512,782			301,544
Total general and administrative expenses		1,662,383			1,298,491

Loss from operations		(984,878	)		(664,228	)

Interest expenses		25,836			103,949
Amortization of debt discount and financing cost		9,661			641,065
Net loss	$	(1,020,375	)	$	(1,409,242	)
Preferred dividend from beneficial conversion feature on Series D		(593,162	)		–
Net loss available to common shareholders	$	(1,613,537	)	$	(1,409,242	)
Weighted average number of shares outstanding		15,423,893			507,685
Basic and diluted net loss per common share	$	(0.10	)	$	(2.78	)

	Six Months Ended June 30,
	2008			2007
Operating activities:
Net loss	$	(1,020,375	)	$	(1,409,242	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation paid by issuance of stock		–			88,500
Depreciation and amortization		101,657			93,733
Amortization of debt discount		9,661			641,065
Changes in operating assets and liabilities:
Accounts receivable		(754,625	)		290,961
Inventory		(650,034	)		3,038
Other assets		46,282			(38,574	)
Accounts payable		529,290			174,719
Accrued liabilities		(460,944	)		(256,762	)
Customer deposits		18,290			(639,372	)
Net cash used in operating activities		(2,180,798	)		(1,051,934	)
Investing activities:
Increase in fixed assets		(56,012	)		(63,298	)
Net cash used in investing activities		(56,012	)		(63,298	)
Financing activities:
Proceeds from issuance of Preferred Series D Stock		2,153,837			–
Payment of financing costs		(5,888	)		(403,290	)
Proceeds from issuance of notes		594,558			2,808,667
Payment of notes		(407,546	)		(1,455,661	)
Proceeds from issuance of common stock		–			41,960
Purchase of common stock warrants		(170,000	)		123,635
Net cash provided by financing activities		2,164,961			1,115,311
Increase (decrease) in cash and cash equivalents	$	(71,849	)	$	79
Cash and cash equivalents, at December 31, 2007 and 2006		742,564			31,479
Cash and cash equivalents, at June 30, 2008 and 2007	$	670,715		$	31,558

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 July 21, 2006, Safe Travel Care, Inc. entered into an agreement and plan of merger with Titan Energy Development, Inc. (“TEDI”) (“the Merger Agreement”). TEDI is a manufacturer and distributor of emergency on site survival equipment called the Sentry 5000TM. 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.

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 shares 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.

Effective August 13, 2007, the Company agreed to the conversion of its Series A Preferred Stock into common stock according to the formulas set forth in the Certificate of Designation. Each share of Series A Preferred Stock converted 200:1 into shares of Common Stock. In addition, the Company converted the Series B Preferred Stock into $2.00 of Common Stock and shares of Series C Preferred Stock into $1.50 of Common Stock. The effective date for these transactions was August 13, 2007, and the amount of Common Stock increased by 10,664,508 shares. The price of the Common Stock, based on the five days closing price before the effective date was $1.07. The Series B and Series C stockholders had an option to take a Note due on August 13, 2008, with 11% interest. In total, the Company has issued Notes totaling $159,882. Since these preferred shares were not yet convertible under the original conversion terms, these transactions have been accounted for as an extinguishment of the convertible preferred shares resulting in charges to retained earnings of $9,767,847 for the excess of the fair market value of the common stock issued over the recorded amount of the preferred stock.

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 six months ended June 30, 2008 of $1,020,375 and at June 30, 2008, had an accumulated deficit of $22,659,701. The accumulated deficit includes a charge of $9,767,847 for the early extinguishment of the Series A, B and C Preferred Stock and issuance of Common Stock in 2007. In addition, the Company issued Series D Convertible Preferred Stock with a beneficial conversion feature which resulted in recording a preferred stock dividend of $4,076,646. The accumulated deficit without these transactions would have been $8,815,208. However, 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 completed an offering for Series D Preferred Stock with detachable warrants. The result of the offering was to raise approximately $6.0 million of cash and to convert $1.8 million of debt into common stock. An additional $491,000 of debt was converted into Series D Preferred Stock. As of June 30, 2008, the Company had cash balances of approximately $670,715.

During the three and six months ended June 30, 2008, and 2007, the Company has entered into several non-cash transactions in order to provide financing for the Company in order to conserve cash. The table below shows the transactions that occurred during the three months and six months ended June 30, 2008, and 2007.

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 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 collectability is reasonably assured.

Property and equipment are recorded at cost, net of accumulated depreciation. 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.

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.

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.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 was issued to clarify the requirements of SFAS No. 109 relating to the recognition of income tax benefits. As of December 31, 2007, the Company had no unrecognized tax benefits due to uncertain tax positions.

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. The loss for common shareholder would be increase for any undeclared preferred dividends.

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 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. Options or share awards issued to non-employees are valued using the fair value method and expensed over the period services are provided.

In August 2007, the Company’s Board of Directors approved a fifteen (15) to one (1) reverse stock split of common stock. The par value of the Company’s common stock remains $.0001 per share. All share and per share amounts have been restated to reflect the fifteen (15) to one (1) reverse stock split, except for the statements of stockholders’ equity which reflect the stock split by reclassifying from Common Stock to Additional Paid-in Capital an amount equal to the par value of the shares cancelled to effect the reverse stock split.

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.

In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities. Therefore, the Company has delayed application of SFAS No. 157 to its nonfinancial assets and nonfinancial liabilities, which include assets and liabilities acquired in connection with a business combination, goodwill, intangible assets and asset retirement obligations recognized in connection with final capping, closure and post-closure landfill obligations, until January 1, 2009. The Company is currently evaluating the impact of SFAS 157 for nonfinancial assets and liabilities on the Company’s financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not have a material impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company has not yet determined the effect on our consolidated financial statements, if any, upon adoption of SFAS No. 141(R) or SFAS No. 160.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51” (“SFAS 160”), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 also provides guidance when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the impact this statement will have on its financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), which amends and expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative instruments. This statement applies to all entities and all derivative instruments. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company has not yet determined the effect on our consolidated financial statements, if any, upon adoption of SFAS No. 161.

Inventories are stated at the lower of cost, determined by a first in, first out method, or market. Inventories are adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments and market conditions. Inventories are comprised of the following at June 30, 2008, and December 31, 2007:

	2008		2007
Revolving line of credit, prime plus 2.0% with minimum interest rate of 8% and due March 3, 2009	$	594,558
Bank line of Credit with 9.25% interest due on demand			$	403,142
Promissory note payable, bearing interest at 11% due August 13, 2008		103,969		132,734
Other Loans		7,824		12,229
Total	$	706,351	$	548,105
Less current portion		706,351		544,435
Long -term Debt	$	-	$	3,670

The Company issued a private placement memorandum through which it sold 657 Units from October 3, 2007, through January 31, 2008. Each Unit was sold at $10,000 and consisted of one share of Series D Convertible Preferred Stock, one Class A warrant and one Class B warrant. Gross funds from the Offering totaled approximately $6.0 million. Also during this time, holders of $1,929,921 of 11% Secured Convertible Notes converted their Notes and accrued interest into shares of common stock at $0.50 per share, and holders of $491,000 of 11% Promissory Notes due in December 2008 converted their Notes into the Offering. Net proceeds from the Offering were approximately $5.2 million in cash with a reduction in convertible debt of $2.3 million in proceeds from the converted debt. Approximately $1.5 million of the cash proceeds has been used to pay down debt.

The Company issued 11% Promissory Notes to former holders of shares of the Company’s Series B and Series C Preferred Stock. These Notes are due August 13, 2008, and are not convertible and do not have any warrants. The Company may elect to prepay without penalty. During the first quarter of 2008, one of the former shareholders elected to convert his Note and accrued interest of $29,968 for 23,962 shares of common stock.

In March 2008, Stellar refinanced their bank credit line with a Revolving Line of Credit of $750,000 due March 3, 2009. Borrowings under this facility are subject to a borrowing base formula consisting of 75% of the accounts receivable balances under 90 days plus 50% of the inventories, up to a maximum of $125,000.

	Three Months Ended June 30						Six Months Ended June 30
	2008			2007			2008			2007
Income taxes at the statutory rate	$	(98,500	)	$	(175,090	)	$	(346,927	)	$	(475,605	)
Valuation Allowance		84,464			89,549			318,616			231,202
Permanent differences and other		14,036			85,541			28,311			244,403
Total income taxes	$	–		$	–		$	–		$	–

The Company may offset net operating loss carry forwards against future taxable income through the year 2021. No tax benefit has been reported in the financial statements as the utilization of the tax benefits related to the carry-forward is not assured. Accordingly, the potential tax benefits of the net operating loss carry-forwards are offset by valuation allowance of the same amount.

In September 2007, the State of Michigan signed into law the Michigan Business Tax Act (“MBTA”), replacing the Michigan single business tax with a business income tax and modified gross receipts tax. These new taxes take effect January 1, 2008, and, because they are based or derived from income-based measures, the provisions of SFAS No. 109, “Accounting for Income Taxes,” apply as of the enactment date. The law, as amended, establishes a deduction to the business income tax base if temporary differences associated with certain assets result in a net deferred tax liability as of June 30, 2008, and has an indefinite carry-forward period. The enactment of the MBTA, as amended, does not have a material impact on the consolidated financial statements of the Company as of June 30, 2008.

On October 3, 2007, the Company commenced a private placement to sell up to $10,000,000 of Units consisting of one share of Series D Convertible Preferred Stock, one Class A warrant and one Class B warrant. Each Unit was offered at $10,000 (the “Series D Private Placement”). The holder of the Convertible Preferred Stock may, at any time, convert their shares, in whole or in part, into shares of Common Stock. Assuming an initial conversion price of $1.00, each one (1) share of Preferred Stock is convertible into 10,000 shares of Common Stock. Each A Warrant and B Warrant entitles the holder to purchase three thousand three hundred and thirty-three (3,333) shares of Common Stock with exercise prices of $1.20 and $1.40, respectively.

The Units were offered by the Company on a “reasonable efforts” basis only to “accredited investors” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended), on a minimum of 100 Units ($1,000,000), and a maximum of 1,000 Units ($10,000,000) at a price of $10,000 per Unit. The offering closed on January 31, 2008. The Company had closings for cash gross proceeds of approximately $6.0 million. Approximately $513,000 of 11% Promissory Notes and accrued interest were converted into the Offering at a 10% discount from the Offering price. Net cash proceeds to the Company were approximately $5.2 million. The proceeds from the closings have been used to retire debt, repurchase stock warrants and fund inventory and operating costs.

The Units offered include warrants and a beneficial conversion feature as the Series D Preferred Stock was convertible and in the money at closing dates. The Company has determined the value of the warrants to be $2,135,434 and the value of Series D Preferred stock to be $3,521,558. The Company has valued the beneficial conversion feature of $4,217,541. This amount is treated as a preferred stock dividend with the amount increasing paid-in capital and reducing retained earnings. The increase in the preferred dividend in 2008 was $593,162.

In an Event of Liquidation (as defined below) of the Company, holders of any then-unconverted shares of Preferred Stock will be entitled to immediately receive accelerated redemption rights in the form of a Liquidation Preference Amount. The Liquidation Preference Amount shall be equal to 125% of the sum of: (i) the Stated Value ($10,000) of any then-unconverted shares of Preferred Stock and (ii) any accrued and unpaid dividends thereon. An “Event of Liquidation” shall mean any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, as well as any change of control of the Company which shall include, for the purposes hereof, sale by the Company of either (x) substantially all of its assets or (y) that portion of its assets which comprises its core business technology, products or services.

In conjunction with the Company’s private placement offering of its Series D Convertible Preferred Stock, Note holders with $1,929,921 of 11% convertible debt plus accrued interest elected to convert their debt into common stock. The conversion price was $0.50 per share resulting in the issuance of 3,859,844 common shares.

On August 1, 2007, the Company’s Articles of Incorporation were amended to effect an up to Fifty (50) to One (1) reverse stock split of the issued and outstanding shares of common stock. As a result, a Fifteen (15) to One (1) reverse split took effect on August 10, 2007. The result of this split was to reduce the outstanding shares of common stock from approximately 11,602,777 as of August 9, 2007, to approximately 773,518 shares as of August 10, 2007. All shares and per share amounts have been restated to reflect the Fifteen (15) to One (1) reverse stock split, except for the statements of stockholders’ equity which reflect the stock split by reclassifying from Common Stock to Additional Paid-in Capital an amount equal to the par value of the shares cancelled to effect the reverse stock split.

On August 1, 2007, the Company filed an amended Certificate of Designation for its Series A Preferred Stock to effect a Fifty (50) to One (1) reverse stock split of the issued and outstanding shares of the Series A Preferred Stock. The result of this amendment was to reduce the outstanding shares of Series A Preferred Stock at August 1, 2007, from 2,000,000 shares to approximately 40,000 shares.

During the third quarter of 2007, the Company agreed with the holders of Series A, B and C Preferred Stock to exchange their shares for Common Stock. These shares were not convertible at the time of the exchange, thus, resulting in an extinguishment of the preferred shares and issuance of new common shares. The accounting treatment for this extinguishment resulted in a charge to retained earnings for the excess of the fair market value of the common stock over the amount recorded upon issuance of the preferred stock. The Company’s extinguishment charge was $9,767,867 for the following transactions:

The price of the Common Stock, based on the five days closing price before the effective date of August 13, 2007, was $1.07. The effective date for these transactions was August 13, 2007, and the increase in Common Stock was 10,664,508 shares. The holders for Series B and C Preferred Stock had an option to take a Note due in August 13, 2008, with 11% interest. The Company has issued Notes totaling $159,882. One of these notes was paid off early at a discount. The current outstanding balance is $132,724.

During the year ended December 31, 2007, the Company issued (i) 90,000 shares of its common stock (post-split) for services totaling $111,700, (ii) 184,857 shares of its common stock (post-split) in accordance with the provisions of its convertible debt, (iii) 38,077 shares of its common stock to settle accounts payable of $41,120 and (iv) the Company sold under Regulation S common stock of 83,834 shares (post-split) for proceeds of $73,020.

During the past 18 months, the Company raised capital through short-term bridge debt and through the private placement of its Series D Convertible Preferred Stock. These transactions included warrants for the investor and the brokers. The total numbers of warrants issued for the six months ended June 30, 2008, and for the year ended December 31, 2007, were 1,750,736 and 5,927,284, respectively. None of the warrants have been exercised this year. The following table shows the warrants outstanding at June 30, 2008:

Number of Warrants	Exercise Price		Expiration Date
1,172,500	$	0.35		January 2012
553,800	$	0.50		April-July 2012
478,800	$	0.625		June 2012
54,800	$	0.625		January 2013
79,000	$	0.75		September 2010
158,000	$	0.75		December 2012
2,189,790	$	1.20		January 2013
801,540	$	1.25		January 2013
2,189,790	$	1.40		January 2013

In September 2007, the Company and Mastodon (an investment advisory firm) agreed that Mastodon would cancel warrants to purchase 1,050,000 shares of common stock at a $0.12 exercise price in exchange for a payment of $500,000 if the brokers raised $6,000,000. The actual raise by the brokers was less than $6,000,000 resulting in a payment of $479,000.

NOTE 8 - SUBSEQUENT EVENT - ACQUISITION

On August 12, 2008, the Company entered into a stock purchase agreement (the “SPA”) to acquire 100% of the stock of CJ’s Sales and Services of Ocala, Inc. (“CJ”). CJ is in the business of providing sales and service of generators in central and northern Florida. The purchase price consisted of approximately $1.15 million in cash and a note. The SPA is scheduled to close by September 30, 2008 when the Company makes its initial payment on the Note and takes over certain debt responsibilities of CJ. Revenues for CJ for the six months ended June 30, 2008 and the year ended December 31, 2007 were approximately $1.5 million and $4.4 million respectively.

Statements included in this Management’s Discussion and Analysis or Plan of Operation, and in future filings by us with the Securities and Exchange Commission (the “SEC”), 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” 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) the lack of resources to maintain our good standing status and requisite filings with the SEC. 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.

In 2006, we acquired and merged with two corporations and entered a totally new marketplace. In 2007, our operations represent the operations of our two subsidiaries: Stellar and TEDI. Stellar was a business with an established customer base and accounts for most of the sales. TEDI sold two Sentry 5000^TM units in 2007.

We have had some success in raising capital during 2007 which has provided operating capital for the for the first six months of 2008 and with $670,000 in cash balances at June 30, 2008; however, 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, convertible debt securities and revenues from operations.

There can be no assurance that we will continue to 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 our 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, will be 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.

Sales for the three months ended June 30, 2008 were $2,694,919 compared to $2,803,848 for the three months ended June 30, 2007. In the three months ended June 30, 2008, sales of service and parts were $482,539 compared with sales of $509,704 in three months ended June 30, 2007. The slight decline in sales for this period is attributable to our strategy of being more selective on project and service contracts with higher margin. We have a developmental subcontract to provide an electric hybrid to the Defense Logistics Agency. This contract is valued at approximately $630,000 and sales recognized in the three months ended June 30, 2008, were $286,000. In the second quarter of 2007, we sold the first two prototype units of the Sentry 5000^TMwhich contributed $344,000. In late 2007, we entered into a master distribution contract with Katolight, a national generator distribution company, to distribute the Sentry 5000^TM. We have received our first significant order from this relationship for five Sentry 5000^TM units. This order is valued at $625,000 and shipment is scheduled for July and August. The first unit was shipped in July and the second unit was shipped August 1, 2008.

Cost of sales was $2,171,484 for the three months ended June 30, 2008, compared to $2,352,738 for the three months ended June 30, 2007. Cost of sales as a percentage of sales was 80.6% for the three months ended June 30, 2008, as compared to 83.9% for the three months June 30, 2007. The improvement in the margin is primarily attributable to a turnaround of the service margins through improved efficiency and higher prices.

General and administrative expenses were $801,127 for the three months ended June 30, 2008, compared to $621,575 for the three months ended June 30, 2007, an increase of $179,552. This increase is primarily attributable to more personnel to operate the businesses. The decrease in consulting is attributable to a higher number of full-time employees. The increase in other general and administrative is due to trade shows and marketing materials, travel and office related costs resulting from having an increase in the number of employees and the launching of the Sentry 5000™.

Net interest expense for the three months ended June 30, 2008, was $10,537 compared to $65,474 for the three months ended June 30, 2007. The lower costs are attributable to a reduction in our debt due to the funds raised in 2007 through our Series D Private Placement. We have also replaced our working capital financing with an 8% line of credit, which went effective March 3, 2008.

For the three months ended June 30, 2008, the amortization was $1,472 which related to the refinancing of our credit line. During the three months ended June 30, 2007, we issued convertible debt with warrants as short-term financing. Some of this debt had a beneficial conversion feature “in-the-money” at a commitment date requiring us to determine the discount related to this debt pursuant to EITF 98-5. This resulted in amortization of debt discount and financing costs of $279,031. We had no similar issuance debt in the three months ended June 30, 2008.

Sales for the six months ended June 30, 2008, were $3,892,818 compared to $5,383,896 for the six months ended June 30, 2007. The primary reason for the decrease occurred in the first quarter, which related to our strategy to minimize the low margin sales. The sales decrease for the first quarter was $1,445,897. The remaining decline is attributable to the items discussed under the comparison for the three month period ended June 30, 2008, and 2007.

Cost of sales was $3,215,313 for the six months ended June 30, 2008, compared to $4,749,633 for the six months ended June 30, 2006. Cost of revenue as a percentage of sales was 82.6% for the first six months of 2008 as compared to 88.2% for the six months ended June 30, 2007. This improvement is attributable to our strategy of avoiding low margin projects. Even though our sales declined by over 25%, our gross profit improved by $43,242.

General and administrative expenses (“G&A”) were $1,662,383 for the six months ended June 30, 2008, compared to $1,298,491 for the six months ended June 30, 2007, an increase of $364,892. The increase is attributable to additional employees in lieu of consultants and higher office expenses, marketing, and travel costs.

Interest expense for the six months ended June 30, 2008 was $25,836, compared to $103,949 for the six months ended June 30, 2007. Interest expense for the first six months of 2008 was lower as our Series D Private Placement resulted in payoff of most of our long-term financing. The higher costs in 2007 were attributable to obtaining financing for the acquisitions and operations of TEDI and Stellar.

For the six months ended June 30, 2008, the amortization cost of debt discounts was $9,661 which represents the amortization of the costs associated with the refinancing of Stellar’s credit facility. In 2007, we issued several convertible notes with warrants. This resulted in a beneficial conversion feature which is amortized as debt discount over the life of the notes. The amortization of debt discounts was $560,862 in the first six months of 2007. The amortization deferred financing cost was $80,203 which related to the Secured Senior Notes issued in the second quarter of 2007.

During the six months ended June 30, 2008, cash used by operations was $2,180.798. In the second quarter we have been building our inventory for the first five Sentry 5000™, which will be shipped to our customers in July and August. Two units were shipped by August 1, 2008 with payment terms of 30 days. We believe that we will collect the cash before the end of third quarter. In conjunction with a stock purchase agreement signed in August, we are in the process of attempting to raise approximately $3.0 million in debt financing that will be used to pay for the acquisition and to provide additional working capital. This financing will be secured by the assets of the acquisition and offer the Noteholders convertible debt with warrants, the terms of which remain to be defined. See Note 8- “Subsequent Event - Acquisition.”

We intend to continue to find ways to expand our business through new product development 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. Losses may result if the costs of technology development and marketing are greater than the income from operations.

During the six months ended June 30, 2008, we incurred a net loss of $1,020,375 compared to $1,409,242 for the six months ended June 30, 2007. The net losses for June 30 2008, and 2007 include non-cash charges of $111,318 and 823,298, respectively. The higher non-cash charges in 2007 were the result of issuing convertible securities with warrants that had beneficial conversion features. For first six months of 2008, we used $56,012 on investing activities and the net cash provided by financing activities was $2,164,961. This included $2,405,000 in gross proceeds from the completion of our Series D Private Placement, which less commissions and registration costs, resulted in approximately $2,154,000 in net proceeds. These proceeds have been used to build inventory and fund operations. As of June 30, 2008, we have approximately $670,000 thousand in cash. A portion of this cash will be used to finance the Sentry 5000^TMorders. As these units are sold, the collection of the account receivables should provide the funding to build new orders. The remainder of the cash will be used to fund operations.

We maintain a set of disclosure controls and procedures, as defined in Section 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

On April 1, 2008, the Company and its wholly-owned subsidiary, Titan Energy Development, Inc. (“TEDI”), along with Thomas Black, the Company’s President, and Donald Snede, a former director of TEDI were served with a summons and complaint (the “Complaint”) by Erbus, Inc. (“Erbus”) in the United States District Court, Fourth Judicial District, State of Minnesota, County of Hennepin. The Complaint alleges that the Company violated a confidentiality agreement with Erbus and used unspecified and allegedly confidential, proprietary and trade secret information related to a mobile emergency response unit that Erbus had been trying to develop. The Complaint seeks injunctive relief and damages in an amount greater than $50,000.

Counsel for the Company has reviewed and investigated the factual predicate for the claims and believes that there is no basis for the allegation or claims. The Company believes that it did not violate any agreement or use any confidential or proprietary information and that it has a meritorious defense to the suit and intends to vigorously defend the matter. The Company also is evaluating whether action is warranted against Erbus and others for past and current activities.

On August 11, 2008, the Company entered into a Consulting Agreement with Lexxus Capital (the “Consultant”) pursuant to which the Company agreed to pay to the Consultant, as consideration for its consulting services, the sum of $5,000 per month plus 250,000 shares of the Company’s common stock and an aggregate of 500,000 five-year common stock purchase warrants exercisable from $1.50 to $3.00 per share and with expiration dates ranging from October 1, 2013 to July 1, 2014. The Company also agreed to pay the Consultant finders’ fees ranging from 3% to 10% for the introduction of any debt or equity financing.

Exhibit No.		Description
10.1		Consulting Agreement, dated as of August 11, 2008, between the Company and Lexxus Capital.

10.2		Stock Purchase Agreement, dated as of August 12, 2008, between the Company, CJ's Sales and Service of Ocala, Inc. and Dudley Hargrove.

31.1		Certification of John M. Tastad, Chief Executive Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of James J. Fahrner, Chief Financial Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of John M. Tastad, Chief Executive Officer of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of James J. Fahrner, 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.

Exhibit No.		Description
10.1		Consulting Agreement, dated as of August 11, 2008, between the Company and Lexxus Capital.

10.2		Stock Purchase Agreement, dated as of August 12, 2008, between the Company, CJ's Sales and Service of Ocala, Inc. and Dudley Hargrove.

31.1		Certification of John M. Tastad, Chief Executive Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of James J. Fahrner, Chief Financial Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of John M. Tastad, Chief Executive Officer of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of James J. Fahrner, 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.

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

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company x
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

	2008		2007
Parts	$	599,140	$	416,862
Work in Process		426,067		68,286
Finished Goods		223,034		113,059
	$	1,248,241	$	598,207

	TITAN ENERGY WORLDWIDE, INC.

Dated: August 14, 2008	By:	/s/ John M. Tastad
		John M. Tastad Chief Executive Officer

Dated: August 14, 2008	By:	/s/ James J. Fahrner
		James J. Fahrner Chief Financial Officer

Preferred Stock, Series A, authorized 10,000,000, $.0001 par value
Preferred Stock, Series B, authorized 10,000,000, $.0001 par value
Preferred Stock, Series C, authorized 10,000,000, $.0001 par value

	Three Months Ended June 30				Six Months Ended June 30
	2008		2007		2008		2007
Stock for Services		–	$	50,000		–	$	38,500
Stock issued to convert long - term debt		–	$	1,849	$	29,968	$	2,773