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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)
 
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
 
¨
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.)
 
10315 Grand River Avenue, Brighton, MI 48116
(Address of principal executive offices) (Zip Code)
 
Company’s telephone number, including area code: (810) 229-5422
 
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 ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.
 
Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨
Smaller reporting company x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
 
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date:
 
As of August 15, 2011, the issuer had 31,222,129 shares of its common stock issued and outstanding.

 
 

 
 
EXPLANATORY NOTE

We are filing this Amendment No. 1 (the “Amendment”) to our quarterly report on Form 10-Q for the quarterly period ended June 30, 2011, filed on August 16, 2011 (the “Original Report”) to provide the interactive data files required by Item 601(b)(101) of Regulation S-K and Sections 405 and 406T of Regulation S-T.
 
 

 

ITEM 6.   Exhibits

Exhibit No.
  
Description
     
31.1*
 
Certification of Jeffrey W. Flannery, 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 Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2*
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
EX-101.INS**
 
XBRL Instance Document
EX-101.SCH**
 
XBRL Taxonomy Extension Schema
EX-101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB**
 
XBRL Taxonomy Extension Label Linkbase
EX-101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase
 
*
Previously filed
**
Furnished herewith
 
 
 

 
 
Titan Energy Worldwide, Inc.
 
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
TITAN ENERGY WORLDWIDE, INC.
 
     
       
Dated: September 14, 2011
By:
/s/ Jeffrey W. Flannery  
   
Jeffrey W. Flannery
 
   
Chief Executive Officer
 
       
       
Dated: September 14, 2011
By:
/s/ James J. Fahrner
 
   
James J. Fahrner
 
   
Chief Financial Officer
 
 
 
 

 

Titan Energy Worldwide, Inc.
 
EXHIBIT INDEX

Exhibit No.
  
Description
     
31.1*
 
Certification of Jeffrey W. Flannery, 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 Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2*
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
EX-101.INS**
 
XBRL Instance Document
EX-101.SCH**
 
XBRL Taxonomy Extension Schema
EX-101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB**
 
XBRL Taxonomy Extension Label Linkbase
EX-101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase
 
*
Previously filed
**
Furnished herewith