<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>epsteintitanenergythird.txt
<DESCRIPTION>13G AMENDED FILING
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2

Titan Energy Worldwide, Inc.
Name of Issuer

Common Stock
Title of Class of Securities
88828R204
CUSIP Number

February 14, 2014
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
 X Rule 13d-1b
   Rule 13d-1c
   Rule 13d-1d

The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.

CUSIP No. 88828R204				13 G

1. Names of Reporting Persons. I.R.S. Identification No. of above persons.
      Michael Epstein

2. Check the Appropriate Box if a Member of a Group:
 Not Applicable


3.  SEC Use Only


4.  Citizenship or Place of Organization
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

	5. Sole Voting Power 4,999,996 shares

	6. Shared Voting Power  None

	7. Sole Dispositive Power  4,999,996 shares

	8. Shared Dispositive Power None

	9.  Aggregate Amount Beneficially Owned by Each Reporting Person
	4,999,996 shares

	10.  Check if the Aggregate Amount in Row 9 Excludes Certain Shares
	No

	11.  Percent of Class Represented by Amount in Row 9
	7.0

	12.  Type of Reporting Person
	IN


CUSIP No. 88828R204				13 G

Item 1.
  a. Name of Issuer
  	Titan Energy Worldwide, Inc.

  b. Address of Issuers Principal Executive Offices
  	55280 Grand River Avenue
  	New Hudson, Michigan 48165

Item 2.
  a. Name of Person Filing
  	Michael Epstein

  b. Address of Principal Business Office or, if none, Residence
  	3379 Seawane Drive
  	Merrick, New York 11566

  c. Citizenship
  	United States of America in the State of New York

  d. Title of Class of Securities
  	Common Stock

  e. CUSIP Number
	88828R204

Item 3. If this statement is filed pursuant to 240.13d-1b or 240.13d-2b
or c, check whether the person filing is a:

a.  Broker or dealer registered under section 15 of the Act 15USC78o


Item 4.	Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities
of the issuer identified in Item 1.

a. Amount beneficially owned: 4,999,996.

b. Percent of class: 7.0.

c. Number of shares as to which the person has:
  i. Sole power to vote or to direct the vote 4,999,996.
  ii. Shared power to vote or to direct the vote NONE.
  iii. Sole power to dispose or to direct the disposition of 4,999,996.
  iv. Shared power to dispose or to direct the disposition of NONE.


Item 5.	Ownership of Five Percent or Less of a Class
Not Applicable


Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable

Item 8.	Identification and Classification of Members of the Group
Not Applicable

Item 9.	Notice of Dissolution of Group
Not Applicable

Item 10. Certification

a. The following certification shall be included if the statement
is filed pursuant to 240.13d-1b:

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were
acquired and are held in the ordinary course
of business and were not acquired and are not
held for the purpose of or with the effect
of changing or influencing the control
of the issuer of the securities and were not
acquired and are not held in connection with
or as a participant in any transaction having
that purpose or effect.

b. The following certification shall be included if the statement
is filed pursuant to 240.13d-1c:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not
held in connection with or as a participant
in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth
in this statement is true, complete and correct.

February 12, 2014
Date

/s/ Michael Epstein
Signature

Michael Epstein
Name/Title


The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general
partner of the filing person, evidence of the representatives
authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule,including all exhibits.
See 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
See 18 U.S.C. 1001


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