**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**


**______________**




**FORM
      10-K**




**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**





**For
      the period from April 25, 2005 (inception) through December 31,
      2005**





**[ 
       ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the transition period from ______ to ______.**




**Commission
      file number: 000-51553**




**PLATINUM
      ENERGY RESOURCES, INC.******


(Exact
      name of registrant as specified in its charter)




**Delaware**
              (State
                of incorporation)
            
            **14-1928384**
              (I.R.S.
                Employer Identification No.)


**25
      Phillips Parkway**


**Montvale,
      New Jersey 07645**


(Address
      of principal executive offices, including zip code)




**(212)
      581-2401**


(Registrant’s
      telephone number, including area code)




**Securities
      registered pursuant to Section 12(b) of the Act:**




**None**




**Securities
      registered pursuant to Section 12(g) of the Act:**




**Units,
      each consisting of one share of common stock, par value**


**$0.0001
      per share, and one warrant**




**Common
      Stock, par value $0.0001 per share**




**Warrants**





**Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.**  **Yes
      [   ]**  **No
      [X]**





**Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934.**  **Yes
      [   ]**  **No
      [X]**





**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 for 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 if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not 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-K or any amendment to
      this
      Form 10-K. [   ]**





**Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.**





**Large
      accelerated filer [   ]**   **Accelerated
      filer [   ]**   **Non-accelerated
      filer [X]**





**Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).**  **Yes
      [ X ]**  **No
      [   ]**





**As
      of March 17, 2006, the aggregate market value of the registrant’s common stock
      held by non-affiliates of the registrant was $103,392,000 based on the closing
      price as reported on the OTC Bulletin Board.**





**Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.**





**Class**
            
            **Outstanding
                at March 20, 2006****Common
                Stock, $0.0001 par value per share**
            
            **18,000,000
                shares**











**PART
      I**




**Item
      1.**   **Business.**




**Introduction**




Platinum
      Energy Resources, Inc. (a development stage enterprise) (“Platinum” or the
“Company”) is a blank check company organized under the laws of the State of
      Delaware on April 25, 2005. The Company was formed for the purpose of
      effecting a merger, capital stock exchange, asset acquisition or other similar
      business combination with one or more U.S. or international operating businesses
      in the global oil and gas exploration and production, E&P, industry.




At
      December 31, 2005, Platinum had not yet commenced any commercial operations.
      All
      activities for the period from April 25, 2005 (inception) through December
      31,
      2005 relate to the Company’s formation, the completion of the public offering
      described below and the identification of prospective business combinations.
      We
      have selected December 31 as the Company’s fiscal year-end.




Our
      executive offices are located at 25 Phillips Parkway, Montvale, New Jersey
      07645
      and our telephone number is 212-581-2401. We do not currently have a website
      and
      consequently do not make available materials that we file with or furnish to
      the
      Securities and Exchange Commission. We will provide electronic or paper copies
      of such materials free of charge upon request.




**Description
      of Business**





On
      October 28, 2005, we consummated our initial public offering (our “IPO”) of
      14,400,000 units with each unit consisting of one share of our common stock,
      $0.0001 par value per share, and one warrant entitling the holder to purchase
      one share of common stock at an exercise price of $6.00 per share. The units
      were sold at an offering price of $8.00 per unit, generating gross proceeds
      of
      $115,200,000; no over-allotment units were sold. The total net proceeds to
      us
      from the offering are $106,472,000, of which $105,408,000 was deposited into
      a
      trust fund and the remaining proceeds ($1,064,000) are available to be used
      to
      provide for business, legal and accounting due diligence on prospective business
      combinations and continuing general and administrative expenses. At December
      31,
      2005, we have $902,498 of the net proceeds that were not deposited into the
      trust fund available. The net proceeds deposited into the trust fund remain
      on
      deposit in the trust fund, earning interest, and are contemplated for use in
      connection with a business combination. As of December 31, 2005, there was
      $105,884,102 held in the trust fund.





We
      are
      not currently engaged in, and we will not engage in, any substantive commercial
      business until we consummate a business combination. We intend to utilize our
      cash derived from the proceeds of the offering, including the funds held in
      the
      trust fund, capital stock, debt or a combination of these in effecting a
      business combination.





1





**Recent
      Developments**




On
      January 26, 2006, we announced that we had executed a definitive agreement
      and
      plan of merger with Tandem Energy Holdings, Inc., a Nevada corporation
      (“Tandem”), pursuant to which, subject to satisfaction of the conditions
      contained in the merger agreement, our wholly-owned subsidiary, PER Acquisition
      Corp., a Delaware corporation (“Merger Sub”) (formed in January, 2006) will
      merge with and into Tandem. At the effective time of the merger, Tandem would
      be
      the surviving corporation in the merger with PER Acquisition Corp. and would
      continue as a wholly-owned subsidiary of Platinum. Currently, Tandem, through
      its wholly-owned subsidiary, Tandem Energy Corporation, a Colorado corporation
      headquartered in Midland, Texas, is engaged in the oil and gas E&P industry
      and operates oil fields in Texas and New Mexico.




The
      definitive merger agreement contemplates the merger of our wholly-owned
      subsidiary, PER Acquisition Corp., with and into Tandem, with current
      stockholders of Tandem receiving, in the aggregate, approximately $102 million
      in cash less the amount required to retire the indebtedness of Tandem and its
      subsidiaries of approximately $42 million. More specifically, at the effective
      time and as a result of the merger, holders of outstanding shares of common
      stock of Tandem are to receive $2.53 per share. However, since certain directors
      and officers of Tandem, who in the aggregate own approximately 85% of the
      outstanding Tandem common stock, have waived their right to receive $0.40 of
      such consideration and have elected to receive only $2.13 per share, the amounts
      so waived will be added to the amounts to be received by the stockholders who
      purchased their shares directly from Tandem or in the open market. Accordingly,
      such stockholders will receive an aggregate of $4.50 per share.





Our
      stockholders will not receive any cash or securities in the merger but will
      continue to hold the shares of Platinum common stock that they owned prior
      to
      the merger and, as a consequence of the merger, Platinum will become the parent
      company of Tandem.





The
      merger agreement further contemplates the reimbursement, at closing, of Tandem
      by Platinum for all capital and workover-related costs for the period from
      January 1, 2006 through the closing in an amount not to exceed an average of
      $700,000 per month. Additionally, the merger agreement requires Tandem to have
      working capital of at least $5 million at closing (including its rights to
      unpaid reimbursements of capital and workover-related costs) with any shortfall
      to be covered by certain of Tandem’s stockholders who executed the merger
      agreement and any excess to be paid to such stockholders.





The merger
      is subject to, among other things, the filing of a proxy statement with the
      SEC,
      approval of the transaction by our stockholders and the satisfaction or waiver
      of other customary conditions. In addition, the closing is conditioned on
      holders of less than 20% of the shares of Platinum common stock issued in our
      IPO voting against the merger and electing to convert their shares into cash,
      as
      permitted by our certificate of incorporation. Our founding stockholders, who
      we
      refer to as “initial stockholders,” who acquired their shares prior to our IPO
      who, in the aggregate, hold approximately 20% of Platinum voting stock have
      agreed to vote their shares in accordance with the vote of the majority of
      the
      non-affiliated stockholders. In view of the various conditions in connection
      with the merger proposal, there can be no assurance that the proposed
      transaction will be consummated. Platinum provided a deposit in the amount
      of
      $500,000 upon the execution of the merger agreement to be applied to the
      purchase price at closing. However, in the event that the merger agreement
      is
      terminated for any reason other than a material breach of the agreement by
      Tandem, such amount shall be forfeited to Tandem. As such, the failure of any
      of
      the foregoing conditions to be satisfied, among other things, could result
      in
      the termination of the merger agreement and the forfeiture of such
      deposit.





2


In
      connection with the merger agreement, Platinum entered into a letter agreement
      with Mr. Lance Duncan, one of the original founders of Tandem who had been
      given
      limited authority by Tandem management to act on its behalf. Pursuant to the
      letter agreement, Platinum agreed to pay Mr. Duncan a broker’s fee of $3.0
      million at the consummation of the merger for services rendered in connection
      with the merger, including introduction of the parties, facilitation of the
      negotiations among the parties and rescission and cancellation of all of Mr.
      Duncan’s and his affiliate’s common stock holding in Tandem. Pursuant to the
      letter agreement, Platinum has also agreed to issue to Mr. Duncan over an
      18-month period following the consummation of the merger restricted shares
      of
      Platinum common stock valued at $5.0 million in consideration of continued
      consulting services.





For
      a
      more complete discussion of our proposed merger with Tandem and of Tandem’s
      business, including the risks that are applicable to Platinum with respect
      to
      the proposed merger, see our proxy materials when they become
      available which, together with other documents filed by us with the SEC, may
      be
      obtained, free of charge, at the SEC’s website at http://www.sec.gov. Free
      copies of the proxy materials, once available, may also be obtained directly
      from us.




**Effecting
      a Business Combination**




Pursuant
      to the terms of our certificate of incorporation, we will dissolve and promptly
      distribute only to the holders of our common stock purchased as part of the
      units in our IPO, the amount in our trust fund plus any remaining net assets,
      if
      we do not effect a business combination with a “target business” within 18
      months after the consummation of our IPO, which occurred on October 28, 2005
      (or
      within 24 months from such consummation if a letter of intent, agreement in
      principle or definitive agreement has been executed within 18 months after
      consummation of our IPO but the business combination has not yet been
      consummated within such 18 month period). Our initial stockholders, who acquired
      their shares of common stock prior to our IPO, have agreed to waive their
      respective rights to participate in any liquidation distribution occurring
      upon
      our failure to consummate a business combination, but only with respect to
      those
      shares of common stock acquired by them prior to the IPO. A “target business”
includes an operating business in the oil and gas E&P industry, such as
      Tandem.




While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with a target business or businesses whose
      collective fair market value is at least equal to 80% of our net assets at
      the
      time of such acquisition. Consequently, it is likely that we will have the
      ability initially to complete only a single business combination, although
      this
      may entail the simultaneous acquisitions of several operating businesses. We
      may
      further seek to acquire a target business that has a fair market value
      significantly in excess of 80% of our net assets.




Although
      substantially all of the net proceeds of our IPO are intended to be generally
      applied toward effecting a business combination, the proceeds are not otherwise
      being designated for any more specific purposes. A business combination may
      involve the acquisition of, or merger with, a company which does not need
      substantial additional capital but which desires to establish a public trading
      market for its shares, while avoiding what it may deem to be adverse
      consequences of undertaking a public offering itself. These include time delays,
      significant expense, loss of voting control and compliance with various Federal
      and state securities laws. In the alternative, we may seek to consummate a
      business combination with a company that may be financially unstable or in
      its
      early stages of development or growth. While we may seek to effect business
      combinations with more than one target business, we will probably have the
      ability, as a result of our limited resources, to effect only a single business
      combination with the proceeds of our IPO.





3




**While
      we have identified a target business we have not consummated a
      combination**





While
      we
      have entered into an agreement and plan of merger with Tandem, consummation
      of
      the merger is subject to various conditions including, without limitation,
      the
      approval of our stockholders and, as such, the combination has not been
      consummated and there is no assurance that it will be consummated. See Item
      1.
“Business - Recent Developments” above. If the merger is not consummated, we
      would need to identify other potential targets.





Subject
      to the limitations that a target business or businesses be within the oil and
      gas E&P industry and have a collective fair market value of at least 80% of
      our net assets at the time of the acquisition, as described below in more
      detail, we have virtually unrestricted flexibility in identifying and selecting
      a prospective acquisition candidate. To the extent we effect a business
      combination with a financially unstable company or an entity in its early stage
      of development or growth, including entities without established records of
      sales or earnings, we may be affected by numerous risks inherent in the business
      and operations of financially unstable and early stage or potential emerging
      growth companies. Although our management will endeavor to evaluate the risks
      inherent in a particular target business, there can be no assurance that we
      will
      properly ascertain or assess all significant risk factors.





**Sources
      of target businesses**





Target
      business candidates have been and will be brought to our attention from various
      unaffiliated sources, including investment bankers, venture capital funds,
      private equity funds, leveraged buyout funds, management buyout funds and other
      members of the financial community, who may present solicited or unsolicited
      proposals. Sources have become aware that we are seeking a business combination
      candidate by a variety of means, such as publicly available information relating
      to our IPO, public relations and marketing efforts and/or direct contact by
      management. Our stockholders, officers and directors as well as their affiliates
      may also bring to our attention target business candidates. While our officers
      and directors have made no commitment as to the amount of time they will spend
      trying to identify or investigate potential target businesses, they believe
      that
      the various relationships they have developed over their careers together with
      their direct inquiry of their contacts will generate a number of potential
      target businesses that will warrant further investigation. We have engaged
      and
      may continue to engage professional firms that specialize in business
      acquisitions and may be required to pay a finder’s fee or other compensation.
      The terms of any such arrangements will be negotiated with such persons on
      an
      arm’s length basis and disclosed to our stockholders in the proxy materials we
      provide in connection with any proposed business combination. In no event,
      however, will we pay any of our existing officers, directors or stockholders,
      or
      any affiliates of our directors or officers, any finder’s fee or other
      compensation for services rendered to us prior to or in connection with the
      consummation of a business combination. In addition, none of our officers,
      directors or initial stockholders will receive any finder’s fee, consulting fees
      or any similar fees or other compensation from any other person or entity in
      connection with any business combination other than any compensation or fees
      to
      be received for any services provided following such business
      combination.





4




**Selection
      of a target business and structuring of a business
      combination**





Subject
      to the requirement that our initial business combination must be with a target
      business or businesses in the oil and gas E&P industry and have a collective
      fair market value that is at least 80% of our net assets at the time of such
      acquisition, our management has virtually unrestricted flexibility in
      identifying and selecting a prospective target business. In evaluating a
      prospective target business, our management will conduct the necessary business,
      legal and accounting due diligence on such target business and will consider,
      among other factors, the following:





•
            financial
                condition and results of operation;





•
            growth
                potential;





•
            experience
                and skill of management and availability of additional
                personnel;




•
            capital
                requirements;





•
            competitive
                position;





•
            barriers
                to entry into the energy industry;





•
            stage
                of development of the energy
                assets;





•
            degree
                of current or potential market acceptance of the products, processes
                or
                services;





•
            proprietary
                features and degree of intellectual property or other protection
                of the
                products, processes or services;





•
            regulatory
                environment of the industry; and





•
            costs
                associated with effecting the business
                combination.





These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors as well as other considerations deemed relevant
      by our management in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management, where applicable, and inspection of
      facilities, as well as review of financial, legal and other information which
      will be made available to us. We expect that our chairman, chief executive
      officer and president will allocate a significant amount of their time, as
      necessary, for meetings with management and/or other representatives of target
      business candidates, site visits, due diligence, interviews with incumbent
      management, negotiations and any other activities necessary to complete a
      business combination. We may also engage independent third party consultants
      or
      experts to assist us in the due diligence process.




5


The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available to otherwise complete a business combination. Other than
      administrative fees in the aggregate amount of $7,500 per month and
      reimbursement for out-of-pocket expenses incident to finding a suitable business
      combination, we will not pay any compensation, including finders’ or consulting
      fees, to any of our initial stockholders who acquired their shares prior to
      our
      IPO or any of their respective affiliates, for services rendered to or in
      connection with a business combination.





**Fair
      market value of target business**





The
      initial target business or businesses that we acquire must have a collective
      fair market value equal to at least 80% of our net assets at the time of such
      acquisition. There is no limitation on our ability to raise funds privately
      or
      through loans that would allow us to acquire a target business or businesses
      with a fair market value in an amount considerably greater than 80% of our
      net
      assets at the time of acquisition. The fair market value of any such business
      or
      businesses will be determined by our board of directors based upon standards
      generally accepted by the financial community, such as actual and potential
      sales, earnings and cash flow and book value. If our board is not able to
      independently determine that the target business has a sufficient fair market
      value, our board will obtain an opinion from an unaffiliated, independent
      investment banking firm which is a member of the National Association of
      Securities Dealers, Inc. with respect to the satisfaction of such criteria.
      Since any opinion, if obtained, would merely state that fair market value meets
      the 80% of net assets threshold, it is not anticipated that copies of such
      opinion would be distributed to our stockholders other than in connection with
      the proxy materials relating to the solicitation of approval for the business
      combination, although copies will be provided to stockholders who request it.
      We
      are not be required to obtain an opinion from an investment banking firm as
      to
      the fair market value if our board of directors independently determines that
      the target business has sufficient fair market value. In connection with our
      proposed merger with Tandem, our board of directors has sought and received
      an
      opinion of C.K. Cooper & Company, Inc., an investment banking firm, that, as
      of March 10, 2006, the fair market value of Tandem is equal to at least 80%
      of
      our net assets.





**Lack
      of business diversification**





While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with one or more target businesses or
      assets whose fair market value, collectively, is at least equal to 80% of our
      net assets at the time of such acquisition, as discussed above. Consequently,
      we
      expect to have the ability to effect only a single business combination,
      although this may entail simultaneous acquisitions of several operating
      businesses. We may not be able to acquire more than one target business because
      of various factors, including possible complex domestic or international
      accounting issues, which would include generating pro forma financial statements
      reflecting the operations of several target businesses as if they had been
      combined, and numerous logistical issues, which could include attempting to
      coordinate the timing of negotiations, proxy statement disclosure and other
      legal issues and closings with multiple target businesses. In addition, we
      would
      also be exposed to the risks that conditions to closings with respect to the
      acquisition of one or more of the target businesses would not be satisfied
      bringing the fair market value of the initial business combination below the
      required fair market value of 80% of net assets threshold. Accordingly, for
      an
      indefinite period of time, the prospects for our future viability may be
      entirely dependent upon the future performance of a single business. Unlike
      other entities which may have the resources to complete several business
      combinations of entities operating in multiple industries or multiple areas
      of a
      single industry, it is probable that we will not have the resources to diversify
      our operations or benefit from the possible spreading of risks or offsetting
      of
      losses. By consummating a business combination with only a single entity, our
      lack of diversification may:





6


•
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all ofwhich
                may have a substantial adverse impact upon the particular industry
                in
                which wemay
                operate subsequent to a business combination,
                and





•
            result
                in our dependency upon the development or market acceptance of a
                single orlimited
                number of products, processes or services or dependency on a limited
                customerbase.





**Limited
      ability to evaluate the target business’ management**





Although
      we intend to closely scrutinize the management of a prospective target business
      when evaluating the desirability of effecting a business combination, we cannot
      assure you that our assessment of the target business’ management will prove to
      be correct. In addition, we cannot assure you that the future management will
      have the necessary skills, qualifications or abilities to manage a public
      company. Furthermore, the future role of our officers and directors, if any,
      in
      the target business cannot presently be stated with any certainty. Moreover,
      our
      current management will only be able to remain with the combined company after
      the consummation of a business combination if they are able to negotiate and
      agree to mutually acceptable employment terms as part of any such combination,
      which terms would be disclosed to stockholders in any proxy statement relating
      to such transaction. Any such negotiations may result in a conflict of interest.
      If we acquire a target business in an all-cash transaction, it would be more
      likely that current members of management would remain with the combined company
      if they chose to do so. If a business combination were to be structured as
      a
      merger whereby the stockholders of the target company were to control the
      combined company following a business combination, it may be less likely that
      our current management would remain with the combined company unless it was
      negotiated as part of the transaction through the acquisition agreement, an
      employment agreement or other arrangement. In making the determination as to
      whether current management should remain with us following the business
      combination, management will analyze the experience and skill set of the target
      business’ management and negotiate as part of the business combination that
      certain members of current management remain if it is believed that it is in
      the
      best interests of the combined company post-business combination. While it
      is
      possible that one or more of our directors will remain associated in some
      capacity with us following a business combination, it is unlikely that any
      of
      them will devote their full efforts to our affairs subsequent to a business
      combination. Moreover, we cannot assure you that our officers and directors
      will
      have significant experience or knowledge relating to the operations of the
      particular target business.





7


Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that additional
      managers will have the requisite skills, knowledge or experience necessary
      to
      enhance the incumbent management.





It
      is
      currently anticipated that, to the extent that the merger with Tandem is
      consummated, certain current members of Tandem’s management would continue with
      the company. No employment agreements have been entered into in this regard
      and,
      as such, there can be no assurance that we will have the ability to recruit
      such
      individuals or to successfully negotiate employment arrangements with
      them.





**Opportunity
      for stockholder approval of business combination**





Prior
      to
      the completion of a business combination, we will submit the proposed
      transaction to our stockholders for approval, even if the nature of the
      acquisition is such as would not ordinarily require stockholder approval under
      applicable state law. In connection with seeking stockholder approval of a
      business combination, we will furnish our stockholders with proxy solicitation
      materials prepared in accordance with the Securities Exchange Act of 1934,
      which, among other matters, will include a description of the operations of
      the
      target business and audited historical financial statements of the
      business.





In
      connection with the vote required for any business combination, all of our
      initial stockholders who acquired their shares of Platinum common stock prior
      to
      our IPO, including all of our officers and directors, have agreed to vote all
      of
      their respective shares of common stock acquired prior to our IPO in the same
      manner as the majority of the shares of common stock voted by the stockholders
      who purchased their shares in our IPO. This voting arrangement does not apply
      to
      shares included in units purchased by officers or directors of Platinum in
      or
      following our IPO. Accordingly, they may vote on a proposed business combination
      with respect to shares of common stock acquired in the aftermarket any way
      they
      choose. We will proceed with the business combination only if the merger is
      approved by the requisite vote under applicable law and our certificate of
      incorporation by our stockholders and the stockholders owning twenty percent
      or
      more of the shares sold in our IPO shall not have exercised their conversion
      rights. Voting against the business combination alone will not result in
      conversion of a stockholder’s shares into a pro rata share of the trust fund.
      Such stockholder must have also exercised its conversion rights described
      below.





**Conversion
      rights**





Pursuant
      to the terms of our certificate of incorporation, at the time we seek
      stockholder approval of any business combination, we will offer each stockholder
      who purchased his, her or its shares in our IPO the right to have such shares
      of
      common stock converted into cash if the stockholder votes against the business
      combination and the business combination is approved and completed. Our initial
      stockholders who acquired their shares prior to our IPO will not have such
      conversion rights with respect to any shares of common stock owned by them,
      directly or indirectly. The actual per share conversion price will be equal
      to
      the amount in the trust fund, inclusive of any interest (calculated as of two
      business days prior to the consummation of the proposed business combination),
      divided by the number of shares sold in our IPO. At March 20, 2006, the per
      share conversion price would be $7.32, or $0.68 less than the per unit offering
      price of $8.00. Because this per share conversion price of $7.32 per share
      (plus
      any interest), is lower than the $8.00 per unit price paid in the offering
      and
      which may be lower than the market price of the common stock on the date of
      the
      conversion, there may be a disincentive on the part of our stockholders who
      purchased their shares in our IPO to exercise their conversion rights. An
      eligible stockholder may request conversion at any time after the mailing to
      our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed business combination at a meeting held for that purpose, but the
      request will not be granted unless the stockholder votes against the business
      combination and the business combination is approved and completed. If a
      stockholder votes against the business combination but fails to properly
      exercise conversion rights, such stockholder will not have its shares of common
      stock converted to its pro rata distribution of the trust fund. Any request
      for
      conversion, once made, may be withdrawn at any time up to the date of the
      meeting. It is anticipated that the funds to be distributed to stockholders
      entitled to convert their shares who elect conversion will be distributed
      promptly after completion of a business combination. Stockholders who purchased
      their shares in our IPO who convert their stock into their pro rata share of
      the
      trust fund will continue to have the right to exercise the warrants that they
      received as part of the units. We will not complete any business combination
      if
      the holders of 20% or more of the shares of the common stock issued in our
      IPO
      vote against the combination and exercise their conversion rights.





8




**Liquidation
      if no business combination**





If
      we do
      not complete a business combination within 18 months after the consummation
      of
      our IPO which is April 28, 2007, or within 24 months if the extension criteria
      described below have been satisfied, we will be dissolved and will distribute
      to
      all of our stockholders who purchased their shares in our IPO, in proportion
      to
      their respective equity interests, an aggregate sum equal to the amount in
      the
      trust fund, inclusive of any interest, plus any remaining net assets. Our
      initial stockholders, who acquired their shares of common stock prior to our
      IPO, have waived their rights to participate in any liquidation distribution
      with respect to shares of common stock owned by them immediately prior to our
      IPO. There will be no distribution from the trust fund with respect to our
      warrants, which will expire worthless. We will pay the costs of liquidation
      and
      dissolution from our remaining assets outside of the trust fund.





If
      we
      were to expend all of the net proceeds of our IPO, other than the proceeds
      deposited in the trust fund, and without taking into account additional
      interest, if any, earned on the trust fund, the per-share liquidation price
      at
      March 20, 2006 would be $7.32, or $0.68 less than the per-unit offering price
      of
      $8.00. The proceeds deposited in the trust account could, however, become
      subject to the claims of our creditors which could be prior to the claims of
      our
      stockholders who purchased their shares in our IPO. Mark Nordlicht, our chairman
      of the board, and Barry Kostiner, our chief executive officer and a member
      of
      our board of directors, have agreed pursuant to agreements with us and Casimir
      Capital L.P., if we liquidate prior to the consummation of a business
      combination, they will be personally liable to pay debts and obligations to
      vendors that are owed money by us for services rendered or products sold to
      us
      in excess of the net proceeds of our IPO not held in the trust account. We
      cannot assure you, however, that they would be able to satisfy those
      obligations. Further, they will not be personally liable to pay debts and
      obligations to prospective target businesses if a business combination is not
      consummated with such prospective target businesses, or for claims from any
      other entity other than vendors and service providers. Accordingly, we cannot
      assure you that the actual per-share liquidation price will not be less than
      $7.32, plus interest, due to claims of creditors.





9


If
      we
      enter into either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination prior to the expiration of 18
      months after the consummation of our IPO which occurred on October 28, 2005,
      but
      are unable to complete the business combination within the 18-month period,
      then
      we will have an additional six months in which to complete the business
      combination contemplated by the letter of intent, agreement in principle or
      definitive agreement. If we are unable to do so by the expiration of the
      24-month period from the consummation of our IPO, we will then liquidate. Upon
      notice from us, the trustee of the trust fund will commence liquidating the
      investments constituting the trust fund and will turn over the proceeds to
      our
      transfer agent for distribution to our stockholders who purchased their shares
      in our IPO. We anticipate that our instruction to the trustee would be given
      promptly after the expiration of the applicable 18-month or 24-month
      period.





Stockholders
      who purchased their shares in our IPO shall be entitled to receive funds from
      the trust fund only in the event of our liquidation or if the stockholders
      seek
      to convert their respective shares into cash upon a business combination which
      the stockholder voted against and which is actually completed by us. In no
      other
      circumstances shall a stockholder have any right or interest of any kind to
      or
      in the trust fund.





**Competition**




In
      identifying, evaluating and selecting a target business, we have encountered
      and
      continue to encounter intense competition from other entities having a business
      objective similar to ours. Many of these entities are well established and
      have
      extensive experience identifying and effecting business combinations directly
      or
      through affiliates. Many of these competitors possess greater technical, human
      and other resources than us and our financial resources will be relatively
      limited when contrasted with those of many of these competitors. While we
      believe there are numerous potential target businesses that we could acquire
      in
      addition to or in lieu of Tandem, our ability to compete in acquiring certain
      sizable target businesses is limited by our available financial resources.
      This
      inherent competitive limitation gives others an advantage in pursuing the
      acquisition of a target business. Further:




·
            our
                obligation to seek stockholder approval of a business combination
                may
                delay the completion of a
                transaction;




·
            our
                obligation to convert into cash shares of common stock held by our
                stockholders in certain instances may reduce the resources available
                to us
                for a business combination; and




·
            our
                outstanding warrants, and the future dilution they potentially represent,
                may not be viewed favorably by certain target
                businesses.




Any
      of
      these obligations may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      our
      status as a public entity and potential access to the United States public
      equity markets may give us a competitive advantage over privately-held entities
      having a similar business objective as us in acquiring a target business with
      significant growth potential on favorable terms.




10


If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      intense competition from competitors of the E&P industry. We cannot assure
      you that, subsequent to a business combination, we will have the resources
      to
      compete effectively.





**Employees**




We
      have
      six officers, three of whom are also members of our board of directors. These
      individuals are not obligated to contribute any specific number of hours per
      week and intend to devote only as much time as they deem reasonably necessary
      to
      our affairs. The amount of time they will devote in any time period will vary
      based on the availability of suitable target businesses to investigate, although
      we expect Mr. Nordlicht and Mr. Kostiner to devote an average of approximately
      ten hours per week to our business. We do not intend to have any full time
      employees prior to the consummation of a business
      combination.





**Item
      1A.**  **Risk
      Factors.**




**Risks
      associated with our business**




***We
      are a development stage company with no operating history and, accordingly,
      you
      will not have any basis on which to evaluate our ability to achieve our business
      objective.***




We
      are a
      recently incorporated development stage company with no operating results to
      date. Since we do not have an operating history, you will have no basis upon
      which to evaluate our ability to achieve our business objective, which is to
      acquire an operating business in the oil and gas E&P industry. We have
      entered into an agreement and plan of merger with Tandem in connection with
      a
      contemplated merger but consummation of such transaction is subject to various
      conditions including, without limitations, stockholder approval and, as such,
      there can be no assurance that the transaction will be consummated. We will
      not
      generate any revenues until, at the earliest, after the consummation of a
      business combination. See Item 1. “Business - Recent Developments”.




***If
      we are forced to liquidate before a business combination, our stockholders
      who
      purchased their securities in our IPO will receive less than $8.00 per share
      upon distribution of the trust fund and our warrants will expire
      worthless.***




If
      we are
      unable to complete a business combination and are forced to liquidate our
      assets, the per-share liquidation will be less than $8.00 because of the
      expenses of our IPO, our general and administrative expenses and the costs
      of
      seeking a business combination. Furthermore, there will be no distribution
      with
      respect to our outstanding warrants and, accordingly, the warrants will expire
      worthless if we liquidate before the completion of a business combination.




***You
      will not be entitled to protections normally afforded to investors of blank
      check companies.***




Since
      the
      net proceeds of our IPO are intended to be used to complete a business
      combination with a target business that has not been identified, we may be
      deemed to be a “blank check” company under the United States securities laws.
      However, since we have net tangible assets in excess of $5,000,000 and have
      filed a Current Report on Form 8-K with the SEC upon the consummation of our
      IPO
      including an audited balance sheet demonstrating this fact, we are exempt from
      rules promulgated by the SEC to protect investors of blank check companies
      such
      as Rule 419. Accordingly, investors will not be afforded the benefits or
      protections of those rules.




11


***Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to complete
      a
      business combination.***




Since
      January 2005, based upon publicly available information, many similarly
      structured blank check companies have completed initial public offerings and
      numerous others have filed registration statements. Of these companies, only
      five companies have consummated a business combination, while eight other
      companies have announced that they have entered into a definitive agreement
      for
      a business combination, but have not consummated such business combination.
      Accordingly, there are many blank check companies with significant funds in
      trust that are seeking to carry out a business plan similar to our business
      plan. Furthermore, there are a number of additional offerings that are still
      in
      the registration process but have not completed initial public offerings and
      there are likely to be more blank check companies filing registration statements
      for initial public offerings prior to our completion of a business combination.
      While some of those companies have specific industries that they must complete
      a
      business combination in, a number of them may consummate a business combination
      in any industry they choose. We may, therefore, be subject to competition from
      these and other companies seeking to consummate a business plan similar to
      ours
      which will, as a result, increase demand for privately-held companies to combine
      with companies structured similarly to ours. Further, the fact that only five
      companies have completed a business combination and seven other companies have
      entered into a definitive agreement for a business combination may be an
      indication that there are only a limited number of attractive target businesses
      available to such entities or that many privately-held target businesses may
      not
      be inclined to enter into business combinations with publicly held blank check
      companies like us. Further, the obligation we have to seek stockholder approval
      of a business combination may delay the consummation of a transaction, and
      our
      obligation to convert into cash the shares of common stock held by public
      stockholders in certain instances may reduce the resources available for a
      business combination. Any of these obligations may place us at a competitive
      disadvantage in successfully negotiating a business combination.




In
      addition, we expect to encounter intense competition from other entities having
      a business objective similar to ours, including venture capital funds, leveraged
      buyout funds and operating businesses competing for acquisitions. Many of these
      entities are well established and have extensive experience in identifying
      and
      effecting business combinations directly or through affiliates. Many of these
      competitors possess greater technical, human and other resources than we do
      and
      our financial resources will be relatively limited when contrasted with those
      of
      many of these competitors. While we believe that there are numerous potential
      target businesses that we could acquire with the net proceeds of our IPO, our
      ability to compete in acquiring certain sizable target businesses will be
      limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of certain
      target businesses.




12


We
      cannot
      assure you that we will be able to successfully compete for an attractive
      business combination. Additionally, because of this competition, we cannot
      assure you that we will be able to effectuate a business combination within
      the
      required time periods. If we are unable to find a suitable target business
      within such time periods, we will be forced to liquidate.




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation price received by stockholders will be
      less than $7.32 per share.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we have sought and will continue to seek to have all
      vendors, prospective target businesses or other entities that we engage execute
      agreements with us waiving any right, title, interest or claim of any kind
      in or
      to any monies held in the trust account for the benefit of our public
      stockholders, there is no guarantee that they will execute such agreements
      or
      even if they execute such agreements that they would be prevented from bringing
      claims against the trust fund. If any third party refused to execute an
      agreement waiving such claims to the monies held in the trust account, we would
      perform an analysis of the alternatives available to us if we chose not to
      engage such third party and evaluate if such engagement would be in the best
      interest of our stockholders if such third party refused to waive such claims.
      In addition, there is no guarantee that such entities will agree to waive any
      claims they may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with us and will not seek recourse against
      the trust account for any reason. Accordingly, the proceeds held in trust could
      be subject to claims which could take priority over the claims of our public
      stockholders and the per-share liquidation price could be less than $7.32,
      plus
      interest, due to claims of such
      creditors. If we are unable to complete a business combination and are forced
      to
      liquidate, Mark Nordlicht, our chairman of the board, and Barry Kostiner, our
      chief executive officer and a member of our board of directors, will be
      personally liable under certain circumstances to ensure that the proceeds in
      the
      trust fund are not reduced by the claims of various vendors that are owed money
      by us for services rendered or products sold to us. However, we cannot assure
      you that they will be able to satisfy those obligations. Further, they will
      not
      be personally liable to pay debts and obligations to prospective target
      businesses, including Tandem, if a business combination is not consummated
      with
      such prospective target businesses, or for claims from any other entity other
      than vendors. Accordingly, we cannot assure you that the actual per share
      liquidation price will not be less than $7.32, plus interest, due to claims
      of
      creditors.




***We
      may issue shares of our capital stock or debt securities to complete a business
      combination, which would reduce the equity interest of our stockholders and
      likely cause a change in control of our ownership.***




Our
      certificate of incorporation authorizes the issuance of up to 75,000,000 shares
      of common stock, par value $.0001 per share, and 1,000,000 shares of preferred
      stock, par value $.0001 per share. There are currently 41,160,000 authorized
      but
      unissued shares of our common stock available for issuance and all of the
      1,000,000 shares of preferred stock available for issuance. Although we have
      no
      commitments as of this date to issue our securities, and our current agreement
      plan of merger with Tandem does not contemplate that we issue any securities
      in
      connection with that transaction, we may issue a substantial number of
      additional shares of our common stock or preferred stock, or a combination
      of
      common and preferred stock, to complete a business combination if the
      transaction with Tandem is not consummated. The issuance of additional shares
      of
      our common stock or any number of shares of our preferred stock:




·
            may
                significantly reduce the equity interest of our
                stockholders;




13


·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and most likely
                also
                result in the resignation or removal of our present officers and
                directors; and




·
            may
                adversely affect prevailing market prices for our common
                stock.




Similarly,
      if we issued debt securities, it could result in:




·
            default
                and foreclosure on our assets if our operating cash flow after a
                business
                combination were insufficient to pay our debt
                obligations;




·
            acceleration
                of our obligations to repay the indebtedness even if we have made
                all
                principal and interest payments when due if the debt security contained
                covenants that required the maintenance of certain financial ratios
                or
                reserves and any such covenant were breached without a waiver or
                renegotiation of that covenant;




·
            our
                immediate payment of all principal and accrued interest, if any,
                if the
                debt security was payable on
                demand;




·
            covenants
                that limit our ability to acquire capital assets or make additional
                acquisitions; and




·
            our
                inability to obtain additional financing, if necessary, if the debt
                security contained covenants restricting our ability to obtain additional
                financing while such security was
                outstanding.




***It
      is likely that some of our current officers and directors will resign upon
      consummation of a business combination and we will have only a limited ability
      to evaluate the management of the target business.***




Our
      ability to successfully effect a business combination will be totally dependent
      upon the efforts of our key personnel. The future role of our key personnel
      following a business combination, however, cannot presently be fully
      ascertained. Although we expect several of our management and other key
      personnel, particularly our chairman of the board and chief executive officer,
      to remain associated with us following a business combination, we may employ
      other personnel following the business combination. Moreover, our current
      management will only be able to remain with the combined company after the
      consummation of a business combination if they are able to negotiate and agree
      to mutually acceptable employment terms as part of any such combination, which
      terms would be disclosed to stockholders in any proxy statement relating to
      such
      transaction. If we acquire a target business in an all-cash transaction, it
      would be more likely that current members of management would remain with the
      combined company if they chose to do so. If a business combination were to
      be
      structured as a merger whereby the stockholders of the target company were
      to
      control the combined company following a business combination, it may be less
      likely that our current management would remain with the combined company unless
      it was negotiated as part of the transaction via the acquisition agreement,
      an
      employment agreement or other arrangement. In making the determination as to
      whether current management should remain with us following the business
      combination, management will analyze the experience and skill set of the target
      business’ management and negotiate as part of the business combination that
      certain members of current management remain if it is believed that it is in
      the
      best interests of the combined company post-business combination. However,
      the
      ability of our key personnel to remain with the company after the consummation
      of a business combination will not be the determining factor as to whether
      or
      not we will proceed with any potential business combination. If management
      negotiates to be retained post-business combination as a condition to any
      potential business combination, such negotiations may result in a conflict
      of
      interest. While we intend to closely scrutinize any additional individuals
      we
      engage after a business combination, we cannot assure you that our assessment
      of
      these individuals will prove to be correct. These individuals may be unfamiliar
      with the requirements of operating a public company as well as United States
      securities laws which could cause us to have to expend time and resources
      helping them become familiar with such laws. This could be expensive and
      time-consuming and could lead to various regulatory issues which may adversely
      affect our operations.





14


It is
      currently anticipated that, to the extent that the merger with Tandem is
      consummated, certain current members of Tandem’s management would continue with
      the company. No employment agreements have been entered into in this regard
      and,
      as such, there can be no assurance that we will have the ability to recruit
      such
      individuals or to successfully negotiate employment arrangements with
      them.




***Our
      officers and directors may allocate their time to other businesses thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.***




Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. We do not intend to have any full
      time employees prior to the consummation of a business combination. All of
      our
      executive officers are engaged in several other business endeavors and are
      not
      obligated to contribute any specific number of hours per week to our affairs.
      If
      our executive officers’ other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a business combination. See Item 13. “Certain Relationships and
      Related Transactions.” We cannot assure you that these conflicts will be
      resolved in our favor.




***Our
      officers and directors may in the future become affiliated with entities engaged
      in business activities similar to those intended to be conducted by us and
      accordingly, may have conflicts of interest in determining to which entity
      a
      particular business opportunity should be presented.***




Our
      officers and directors may in the future become affiliated with entities,
      including other “blank check” companies, engaged in business activities similar
      to those intended to be conducted by us. Additionally, our officers and
      directors may become aware of business opportunities which may be appropriate
      for presentation to us as well as the other entities with which they are or
      may
      be affiliated. Further, certain of our officers and directors are currently
      involved in other businesses that are similar to the business activities that
      we
      intend to conduct following a business combination. Due to these existing
      affiliations, they may have fiduciary or contractual obligations to present
      potential business opportunities to those entities prior to presenting them
      to
      us which could cause additional conflicts of interest. Accordingly, they may
      have conflicts of interest in determining to which entity a particular business
      opportunity should be presented. See Item 10. “Directors and Executive Officers
      of the Registrant” and Item 13. Certain Relationships and Related Transactions.”
We cannot assure you that these conflicts will be resolved in our
      favor.




15


***All
      of our officers and directors own shares of our common stock which will not
      participate in liquidation distributions and, therefore, they may have a
      conflict of interest in determining whether a particular target business is
      appropriate for a business combination.***




All
      of
      our officers and directors own shares of common stock in our company which
      were
      issued prior to our IPO, but have waived their right to receive distributions
      with respect to those shares upon our liquidation. The shares owned by our
      officers and directors and their affiliates will be worthless if we do not
      consummate the transaction with Tandem or any other business combination. The
      personal and financial interests of our directors may influence their motivation
      in identifying and selecting a target business and completing a business
      combination timely. Consequently, our directors’ and officers’ discretion in
      identifying and selecting a suitable target business may result in a conflict
      of
      interest when determining whether the terms, conditions and timing of a
      particular business combination are appropriate and in our stockholders’ best
      interest.




***If
      our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
      may experience difficulty in completing customer transactions and trading
      activity in our securities may be adversely affected.***




If
      at any
      time we have net tangible assets of less than $5,000,000 and our common stock
      has a market price per share of less than $5.00, transactions in our common
      stock may be subject to the “penny stock” rules promulgated under the Securities
      Exchange Act of 1934. Under these rules, broker-dealers who recommend such
      securities to persons other than institutional accredited investors
      must:




·
            make
                a special written suitability determination for the
                purchaser;




·
            receive
                the purchaser’s written agreement to a transaction prior to
                sale;




·
            provide
                the purchaser with risk disclosure documents which identify certain
                risks
                associated with investing in “penny stocks” and which describe the market
                for these “penny stocks” as well as a purchaser’s legal remedies;
                and




·
            obtain
                a signed and dated acknowledgment from the purchaser demonstrating
                that
                the purchaser has actually received the required risk disclosure
                document
                before a transaction in a “penny stock” can be
                completed.




If
      our
      common stock becomes subject to these rules, broker-dealers may find it
      difficult to effectuate customer transactions and trading activity in our
      securities may be adversely affected. As a result, the market price of our
      securities may be depressed, and you may find it more difficult to sell our
      securities.




***It
      is probable that we will only be able to complete one business combination
      with
      the proceeds of our IPO, which will cause us to be solely dependent on a single
      business and a limited number of products or
      services.***




The
      net
      proceeds from our IPO were approximately $106,472,000 which we may use to
      complete a business combination. Our initial business combination must be with
      a
      business or businesses with a collective fair market value of at least 80%
      of
      our net assets at the time of such acquisition. We may further seek to acquire
      a
      target business that has a fair market value significantly in excess of 80%
      of
      our net assets.




16


We
      may
      not be able to acquire more than one target business because of various factors,
      including possible complex domestic or international accounting issues, which
      would include generating pro forma financial statements reflecting the
      operations of several target businesses as if they had been combined, and
      numerous logistical issues, which could include attempting to coordinate the timing
      of
      negotiations, proxy statement disclosure and closings with multiple target
      businesses. In addition, we would also be exposed to the risks that conditions
      to closings with respect to the acquisition of one or more of the target
      businesses would not be satisfied bringing the fair market value of the initial
      business combination below the required fair market value of 80% of net assets
      threshold. Consequently, it is probable that, unless the purchase price consists
      substantially of our equity, we will have the ability to complete only the
      initial business combination with the proceeds of our IPO. Accordingly, the
      prospects for our success may be:




·
            solely
                dependent upon the performance of a single business,
                or




·
            dependent
                upon the development or market acceptance of a single or limited
                number of
                products, processes or services.




In
      this
      case, we will not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      which
      may have the resources to complete several business
      combinations in different industries or different areas of a single industry.




***We
      will not generally be required to obtain a determination of the fair market
      value of a target business from an independent, unaffiliated third
      party.***




The
      initial target business or businesses with which we enter into a business
      combination must have a collective fair market value equal to at least 80%
      of
      our net assets at the time of such acquisition. The fair market value of such
      business generally will be determined by our board of directors based upon
      standards generally accepted by the financial community, such as actual and
      potential sales, earnings and cash flow and book value. We will obtain an
      opinion from an unaffiliated, independent investment banking firm that is a
      member of the National Association of Securities Dealers, Inc. with respect
      to
      the satisfaction of the 80% requirement only if our board is unable to
      independently determine that the target businesses have a sufficient fair market
      value or if a conflict of interest exists with respect to such determination,
      such as the target business being affiliated with one or more of our officers
      or
      directors. We have obtained an opinion from an investment banking firm as to
      the
      fair market value of Tandem which concludes that the 80% requirement has been
      satisfied as to the fair market value of Tandem.




***We
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.***




Although
      we believe that the net proceeds of our IPO will be sufficient to allow us
      to
      consummate a business combination, we cannot ascertain the capital requirements
      for any particular transaction. If the net proceeds of our IPO prove to be
      insufficient, either because of the size of the business combination or the
      depletion of the available net proceeds in search of a target business, or
      because we become obligated to convert into cash a significant number of shares
      from dissenting stockholders, we will be required to seek additional financing.
      We cannot assure you that such financing would be available on acceptable terms,
      if at all. To the extent that additional financing proves to be unavailable
      when
      needed to consummate a particular business combination, we would be compelled
      to
      restructure the transaction or abandon that particular business combination
      and
      seek an alternative target business candidate. In addition, we have used
      $500,000 of the funds not in the trust account to make a deposit with respect
      to
      the currently contemplated business combination. In the event that we are
      ultimately required to forfeit such funds (whether as a result of our breach
      of
      the agreement relating to such payment or otherwise), we may not have a
      sufficient amount of working capital available outside of the trust account
      to
      conduct due diligence and pay other expenses related to finding a suitable
      business combination without securing additional financing. If we were unable
      to
      secure additional financing, we would most likely fail to consummate a business
      combination in the allotted time and would be forced to liquidate. In addition,
      if we consummate a business combination, we may require additional financing
      to
      fund the operations or growth of the target business. The failure to secure
      additional financing could have a material adverse effect on the continued
      development or growth of the target business. None of our officers, directors
      or
      stockholders is required to provide any financing to us in connection with
      or
      after a business combination.




17


***Our
      initial stockholders, including our officers and directors, control a
      substantial interest in us and thus may influence certain actions requiring
      stockholder vote.***




Our
      initial stockholders (including all of our officers and directors) collectively
      own 20% of our issued and outstanding shares of common stock. Any shares of
      common stock acquired by initial stockholders in the IPO or the aftermarket
      will
      be considered as part of the holding of the public stockholders and will have
      the same rights as other public stockholders, including voting and conversion
      rights with respect to a potential business combination. Accordingly, they
      may
      vote on a proposed business combination with respect to securities acquired
      in
      the IPO or the aftermarket any way they choose.




Our
      board
      of directors is divided into three classes, each of which will generally serve
      for a term of three years with only one class of directors being elected in
      each
      year. It is unlikely that there will be an annual meeting of stockholders to
      elect new directors prior to the consummation of a business combination, in
      which case all of the current directors will continue in office at least until
      the consummation
      of the business combination. If there is an annual meeting, as a consequence
      of
      our “staggered” board of directors, only a minority of the board of directors
      will be considered for election and our initial stockholders, because of their
      ownership position, will have considerable influence regarding the outcome.
      Accordingly, our initial stockholders will continue to exert control at least
      until the consummation of a business combination. In addition, our initial
      stockholders and their affiliates and relatives are not prohibited from
      purchasing shares. If they do, we cannot assure you that our initial
      stockholders will not have considerable influence upon the vote in connection
      with a business combination.




***Our
      outstanding warrants may have an adverse effect on the market price of common
      stock and make it more difficult to effect a business
      combination.***




In
      connection with our IPO, as part of the units, we issued warrants to purchase
      14,400,000 shares of common stock. We also issued an option to purchase 720,000
      units in the aggregate to the representatives of the underwriters, which, if
      exercised, will result in the issuance of an additional 720,000 shares of our
      common stock and additional warrants to purchase 720,000 shares of our common
      stock. Although our current merger agreement with Tandem does not contemplate
      this issuance of shares of our common stock, if the transaction with Tandem
      is
      not consummated and we seek to enter into another business combination, to
      the
      extent we issue shares of common stock to effect such business combination,
      the
      potential for the issuance of substantial numbers of additional shares upon
      exercise of these warrants could make us a less attractive acquisition vehicle
      in the eyes of a target business as such securities, when exercised, will
      increase the number of issued and outstanding shares of our common stock and
      reduce the value of the shares issued to complete the business combination.
      Accordingly, our warrants and options may make it more difficult to effectuate
      a
      business combination or increase the cost of the target business. Additionally,
      the sale, or even the possibility of sale, of the shares underlying the warrants
      could have an adverse effect on the market price for our securities or on our
      ability to obtain future public financing. If and to the extent these warrants
      are exercised, you may experience dilution to your holdings.




18


***If
      our initial stockholders exercise their registration rights, it may have an
      adverse effect on the market price of our common stock and the existence of
      these rights may make it more difficult to effect a business
      combination.***




Our
      initial stockholders are entitled to demand that we register the resale of
      their
      shares of common stock at any time after the date on which their shares are
      released from escrow, which, except in limited circumstances, will not be before
      October 28, 2005. If our initial stockholders exercise their registration rights
      with respect to all of their shares of common stock, then there will be an
      additional 3,600,000 shares of common stock eligible for trading in the public
      market. The presence of this additional number of shares of common stock
      eligible for trading in the public market may have an adverse effect on the
      market price of our common stock. In addition, the existence of these rights
      may
      make it more difficult to effectuate a business combination or increase the
      cost
      of the target business, as the stockholders of the target business may be
      discouraged from entering into a business combination with us or request a
      higher price for their securities as a result of these registration rights
      and
      the potential future effect their exercise may have on the trading market for
      our common stock.




***Our
      securities are quoted on the OTC Bulletin Board, which limits the liquidity
      and price of our securities more than if our securities were quoted or listed
      on
      The Nasdaq Stock Market or a national exchange.***




Our
      securities are traded in the over-the-counter market and quoted on the OTC
      Bulletin Board, an inter-dealer automated quotation system for equity
      securities sponsored and operated by the National Association of Securities
      Dealers, Inc., or NASD, but not included in The Nasdaq Stock Market. Quotation
      of our securities on the OTC Bulletin Board limits the liquidity and price
      of our securities more than if our securities were quoted or listed on The
      Nasdaq Stock Market or a national exchange. Lack of liquidity will limit the
      price at which you may be able to sell our securities or your ability to sell
      our securities at all.




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination.***




If
      we are
      deemed to be an investment company under the Investment Company Act of 1940,
      our
      activities may be restricted, including:




·
            restrictions
                on the nature of our investments;
                and




19


·
            restrictions
                on the issuance of securities, which may make it difficult for us
                to
                complete a business combination.




In
      addition, we may have imposed upon us burdensome requirements,
      including:




·
            registration
                as an investment company;




·
            adoption
                of a specific form of corporate structure;
                and




·
            reporting,
                record keeping, voting, proxy and disclosure requirements and other
                rules
                and regulations.




We
      do not
      believe that our principal activities subject us to the Investment Company
      Act
      of 1940. To this end, the proceeds held in trust may only be invested by the
      trust agent only in
      Treasury Bills issued by the United States with maturity dates of 180 days
      or
      less or in money market funds meeting certain conditions under Rule 2a-7
      promulgated under the Investment Company Act of 1940 .
      By
      restricting the investment of the proceeds to these instruments, we believe
      that
      we meet the requirements for the exemption provided in Rule 3a-1 promulgated
      under the Investment Company Act of 1940. If we were deemed to be subject to
      the
      act, compliance with these additional regulatory burdens would require
      additional expense that we have not allotted for.




***Because
      we may be deemed to have no “independent” directors, actions taken and expenses
      incurred by our officers and directors on our behalf will generally not be
      subject to “independent” review.***




Each
      of
      our directors owns shares of our common stock and, although no salary or other
      compensation will be paid to them for services rendered prior to or in
      connection with a business combination, they may receive reimbursement for
      out-of-pocket expenses incurred by them in connection with activities on our
      behalf such as identifying potential target businesses and performing due
      diligence on suitable business combinations. There is no limit on the amount
      of
      these out-of-pocket expenses and there will be no review of the reasonableness
      of the expenses by anyone other than our board of directors, which includes
      persons who may seek reimbursement, or a court of competent jurisdiction if
      such
      reimbursement is challenged. Because none of our directors may be deemed
      “independent,” we will generally not have the benefit of independent directors
      examining the propriety of expenses incurred on our behalf and subject to
      reimbursement. Although we believe that all actions taken by our directors
      on
      our behalf have been and will continue to be in our best interests, we cannot
      assure you that this will be the case. If actions are taken, or expenses are
      incurred that are not in our best interests, it could have a material adverse
      effect on our business and operations and the price of our stock.




**Risks
        related to the merger with Tandem**




***There
        are risks associated with not consummating our proposed merger with
        Tandem.***




Failure
      to complete the proposed merger with Tandem could negatively impact our stock
      price and our ability to enter into another business combination. The merger
      agreement we entered into with Tandem contains numerous conditions to closing.
      These conditions include, among others:




•
            obtaining
                the approval and authorization of the merger agreement and the merger
                by
                our stockholders;•
            complying
                with the agreements, covenants and conditions set forth in the merger
                agreement; and•
            subject
                to certain exceptions, continued accuracy of our representations
                and
                warranties in the merger agreement.




20


We
      cannot
      be certain that we will obtain the necessary stockholder approval, or that
      we
      and Tandem will satisfy other closing conditions.




If
      the
      merger with Tandem is not completed for any reason, we may be subject to a
      number of material risks, including the following:




•
            if
                the merger agreement is terminated and Tandem is not in material
                breach,
                we will be obligated to forfeit our $500,000 deposit;•
            the
                price of our common stock may decline to the extent that the current
                market price of our common stock reflects an assumption that the
                merger
                will be completed; and•
            if
                the merger agreement is terminated, we will be required to seek another
                business combination and we may not be able to find a suitable target
                at
                an acceptable price and be forced to liquidate; and•
            we
                must pay our expenses related to the merger, including substantial
                legal,
                accounting and financial advisory fees even if the merger is not
                consummated which would affect our results of operations and potentially
                our stock price.




***Since
      Tandem Energy Holdings, Inc. was a publicly-traded shell corporation, our
      acquisition of Tandem will subject us to the shell corporation’s known and
      unknown liabilities.***





Tandem
      was originally incorporated in Nevada as Las Vegas Major League Sports, Inc.
      on
      July 22, 1993 with the plan of engaging in certain business activities
      associated with the Canadian Football League. In April 1994, it completed an
      initial public offering and began trading under the symbol LVTD. In 1996, the
      company filed for bankruptcy protection and ceased being a reporting company.
      To
      our knowledge, at or about this time, the company also ceased operations and
      was
      considered to be a “shell” corporation. In 1998, Las Vegas Major League Sports,
      Inc. changed its name to Pacific Medical Group, Inc. in connection with a share
      exchange transaction with a privately-held company whose business plan was
      to
      engage in the manufacture and sale of medical products. To our knowledge, that
      business was unsuccessful and, again, the company ceased operations and was
      considered to be a “shell” corporation. In 2005, Tandem Energy
      Corporation entered into a share exchange transaction with
      Pacific Medical Group, Inc. as a result of which Pacific Medical
      Group, Inc. changed its name to Tandem Energy Holdings, Inc., changed its
      trading symbol to TDYH.PK, and Tandem Energy Corporation became a wholly-owned
      subsidiary of Tandem Energy Holdings, Inc




The
      risks
      and uncertainties involved in this structure include that we are subject to
      the
      shell corporation’s existing liabilities including undisclosed liabilities of
      the shell corporation arising out of the shell corporation’s prior business
      operations, financial activities and equity dealings. These risks and
      uncertainties are greater when a corporation is used as a shell vehicle twice,
      such as Tandem. There is a risk of litigation by third parties or governmental
      investigations or proceedings. Tandem believes that a substantial
      number of shares of Tandem common stock issued by one of the prior shell
      corporations may have been invalidly issued but could result in claims
      against Platinum upon consummation of the merger. These shares are not included
      in the outstanding shares of Tandem. Management believes that the
      indemnification obligations of certain of the stockholders of Tandem under
      the
      merger agreement would address such claims, if made, however, no amounts are
      held in escrow to support such indemnification obligations.




21


Further,
      we believe that, within certain segments of the financial and legal communities,
      there may be a negative perception of corporations that have achieved public
      trading status by means of a public shell transaction. This negative perception
      could adversely affect us in the future.




**Risks
      related to the oil and gas E&P industry**




***Fluctuations
      in energy prices may cause a reduction in the demand or profitability of the
      products or services we may ultimately produce or
      offer.***




Prices
      for energy sources such as oil and natural ****** gas
      tend
      to fluctuate widely based on a variety of political and economic factors. These
      price fluctuations heavily influence the oil and gas E&P industry. Lower
      energy prices for existing products tend to limit the demand for alternate
      forms
      of energy services and related products and infrastructure. Historically, the
      markets for oil and gas have been volatile and they are likely to continue
      to be
      volatile. Wide fluctuations in oil and gas prices may result from relatively
      minor changes in the supply of and demand for oil and natural gas, market
      uncertainty and other factors that are beyond our control,
      including:




·
            worldwide
                and domestic supplies of oil and
                gas;




·
            weather
                conditions;




·
            the
                level of consumer demand;




·
            the
                price and availability of alternative
                fuels;




·
            the
                availability of pipeline and refining
                capacity;




·
            the
                price and level of foreign imports;




·
            domestic
                and foreign governmental regulations and
                taxes;




·
            the
                ability of the members of the Organization of Petroleum Exporting
                Countries (OPEC) to agree to and maintain oil price and production
                controls;




·
            political
                instability or armed conflict in oil-producing regions;
                and




·
            the
                overall economic environment.




These
      factors and the volatility of the energy markets make it extremely difficult
      to
      predict future oil and gas price movements with any certainty. If we complete
      a
      business combination with a target business that is involved with an energy
      source that is affected by these or other factors, there may be a decrease
      in
      the demand for the products or services we may ultimately produce or offer
      and
      our profitability could be adversely affected.




22


***Changes
      in technology may render our products or services obsolete following a business
      combination.***




The
      oil
      and gas E&P industry is substantially affected by rapid and significant
      changes in technology. These changes may render certain existing energy sources,
      such as oil and gas, services and technologies currently used obsolete. We
      cannot assure you that the technologies used by or relied upon by a target
      business with which we effect a business combination will not be subject to such
      obsolescence. While we may attempt to adapt and apply the services provided
      by
      the target business to newer technologies, we cannot assure you that we will
      have sufficient resources to fund these changes or that these changes will
      ultimately prove successful.




***Failure
      to comply with governmental regulations could result in the imposition of
      penalties, fines or restrictions on operations and remedial
      liabilities.***




The
      oil
      and gas E&P industry is subject to extensive federal, state, local and
      foreign laws and regulations related to the general population’s health and
      safety and those associated with compliance and permitting obligations
      (including those related to the use, storage, handling, discharge, emission
      and
      disposal of municipal solid waste and other waste, pollutants or hazardous
      substances or wastes, or discharges and air and other emissions) as well as
      land
      use and development. Existing laws also impose obligations to clean up
      contaminated properties or to pay for the cost of such remediation, often upon
      parties that did not actually cause the contamination. Compliance with these
      laws, regulations and obligations could require substantial capital
      expenditures. Failure to comply could result in the imposition of penalties,
      fines or restrictions on operations and remedial liabilities. These costs and
      liabilities could adversely affect our operations following a business
      combination. These laws, regulations and obligations could change with the
      promulgation of new laws and regulations or a change in the interpretation
      of
      existing laws and regulations, which could result in substantially similar
      risks. We cannot assure you that we will be able to comply with existing or
      new
      regulations.




***Our
      target business following a business combination and future acquisitions may
      prove to be worth less than we paid because of uncertainties in evaluating
      recoverable reserves and potential liabilities.***




Successful
      acquisitions may require an assessment of a number of factors, including
      estimates of recoverable reserves, exploration potential, future oil and gas
      prices, operating costs and potential environmental and other liabilities.
      Such
      assessments are inexact and their accuracy is inherently uncertain. In
      connection with our assessments, we intend to perform, and, as to Tandem, we
      have performed, a review of the acquired properties which we believe is
      generally consistent with industry practices. However, such a review will not
      reveal all existing or potential problems. In addition, our review may not
      permit us to become sufficiently familiar with the properties to fully assess
      their deficiencies and capabilities. As a result of these factors, we may not
      be
      able to acquire oil and gas or other energy properties that contain economically
      recoverable reserves or be able to complete such acquisitions on acceptable
      terms.




***Oil
      and gas drilling and producing operations can be hazardous and may expose us
      to
      environmental liabilities.***




If
      our
      target business with which we effect a business combination has oil and gas
      operations, we will be subject to many risks, including well blowouts, cratering
      and explosions, pipe failure, fires, formations with abnormal pressures,
      uncontrollable flows of oil, natural gas, brine or well fluids, and other
      environmental hazards and risks. If any of these risks occurs, we could sustain
      substantial losses as a result of:




·
            injury
                or loss of life;




23




·
            severe
                damage to or destruction of property, natural resources and
                equipment;




·
            pollution
                or other environmental damage;




·
            clean-up
                responsibilities;




·
            regulatory
                investigations and penalties; and




·
            suspension
                of operations.




Our
      liability for environmental hazards could include those created either by the
      previous owners of properties that we purchase or lease or by acquired companies
      prior to the date we acquire them. We expect to maintain insurance against
      some,
      but not all, of the risks described above. Our insurance may not be adequate
      to
      cover casualty losses or liabilities. Also, we may not be able to obtain
      insurance at premium levels that justify its purchase.




***Our
      target business following a business combination may engage in hedging
      transactions in an attempt to mitigate exposure to price fluctuations in oil
      and
      natural gas transactions and other portfolio positions which may not ultimately
      be successful.***




Our
      target business following a business combination may engage in short sales
      and
      utilize derivative instruments such as options, futures, forward contracts,
      interest rate swaps, caps and floors, both for investment purposes and to seek
      to hedge against fluctuations in the relative values of oil and natural gas,
      other energy portfolio positions and currency exchange and interest rates.
      Hedging against a decline in the value of a portfolio position does not
      eliminate fluctuations in the values of portfolio positions or prevent losses
      if
      the values of such positions decline, but establishes other positions designed
      to gain from those same developments, thus potentially moderating the decline
      in
      the value of positions held in the portfolio. Such hedge transactions also
      limit
      the opportunity for gain if the value of a portfolio position should increase.
      Moreover, it may not be possible for us to hedge against an exchange rate or
      interest rate fluctuation that is so generally anticipated that we are not
      able
      to enter into a hedging transaction at a price
      sufficient to protect us from the decline in value of the portfolio position
      anticipated as a result of such a fluctuation. The success of any hedging
      transactions will be subject to our ability to correctly assess the
      relationships between groupings of securities within our portfolio, as well
      as,
      in the case of hedges designed to address currency exchange rate and interest
      rate fluctuations, to correctly predict movements in the direction of such
      rates. Therefore, while we may enter into such transactions to seek to reduce
      market currency exchange rate and interest rate risks, incorrect assessments
      of
      relationships between groupings of securities and unanticipated changes in
      currency or interest rates may result in a poorer overall performance than
      if we
      had not engaged in any such hedging transaction. In addition, the degree of
      correlation between price movements of the instruments used in a hedging
      strategy and price movements in the portfolio position being hedged may vary.
      Moreover, for a variety of reasons, we may not seek to establish a perfect
      correlation between such hedging instruments and the portfolio holdings being
      hedged. Such imperfect correlation may prevent us from achieving the intended
      hedge or expose us to risk of loss.




24


***Since
      we may acquire a company located outside of the United States, we may be subject
      to various risks of the foreign jurisdiction in which we ultimately
      operate.***




If
      we
      acquire a company that has operations outside the United States, we will be
      exposed to risks that could negatively impact our future revenues or results
      of
      operations following a business combination. Additionally, if the acquired
      company is in a developing country or a country that is not fully
      market-oriented, our operations may not develop in the same way or at the same
      rate as might be expected in the United States or another country with an
      economy similar to the market-oriented economies of member countries of the
      Organization for Economic Cooperation and Development, or OECD. The OECD is
      an
      international organization helping governments tackle the economic, social
      and
      governance challenges of a globalized economy. The additional risks we may
      be
      exposed to in these cases include but are not limited to:




·
            tariffs
                and trade barriers;




·
            regulations
                related to customs and import/export
                matters;




·
            tax
                issues, such as tax law changes and variations in tax laws as compared
                to
                the United States;




·
            cultural
                and language differences;




·
            an
                inadequate banking system;




·
            foreign
                exchange controls;




·
            restrictions
                on the repatriation of profits or payment of
                dividends;




·
            crime,
                strikes, riots, civil disturbances, terrorist attacks and
                wars;




·
            nationalization
                or expropriation of property;




·
            law
                enforcement authorities and courts that are inexperienced in commercial
                matters; and




·
            deterioration
                of political relations with the United
                States.




**Item
      1B.**  **Unresolved
      Staff Comments.**





Not
      applicable.





**Item
      2.**   **Properties.**




We
      maintain our executive offices at 25 Phillips Parkway, Montvale, New Jersey
      07645 which we occupy pursuant to a sublease entered into in February 2006.
      The
      sublease provides for 799 square feet of office space and a term running from
      March 1, 2006 through February 28, 2009, subject to earlier termination pursuant
      to the terms of the sublease. Under the sublease terms, we may terminate the
      sublease without penalty within one year of the commencement date by providing
      the sublessor with two months’ prior written notice. Prior to the first
      anniversary of the commencement date, the sublessor may give notice to us that
      it has found an alternative tenant, at which point we have ten days to elect
      to
      continue the sublease for the full term or vacate the premises within two
      months. We consider our current office space adequate for our current
      operations.





25


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




We
      are
      not party to any litigation, and we are not aware of any threatened litigation
      that would have a material adverse effect on us or our business.




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




No
      matters were submitted to a vote of securityholders during the fourth quarter
      of
      the fiscal period ended December 31, 2005.




26








**PART
      II**




**Item
      5.**   **Market
      For Registrant’s Common Equity, Related Stockholder Matters and
      I** **ssuer
      Purchases of Equity Securities.**




Our
      units
      have traded on the Over-the-Counter Bulletin Board (the “OTCBB”) under the
      symbol “PGRIU” since October 28, 2005, the date of the initial public offering
      of our securities. On December 9, 2005, the common stock and warrants included
      in the units commenced separate trading under the symbols “PGRI” and “PGRIW.”
The high and low bid prices of our units, common stock and warrants as
      reported by the OTCBB, for the quarter indicated are as follows. Such
      inter-dealer quotations do not necessarily represent actual transactions and
      do
      not reflect retail mark-ups, mark-downs or commissions:




**Units**
              **Common
                  Stock**
              **Warrants****High**
              
              
              **Low**
              
              
              **High**
              
              
              **Low**
              
              
              **High**
              
              
              **Low****2006:**First
                  Quarter (through
                March
                  20, 2006)
              
              $
              8.38
              
              $
              7.78
              
              $
              7.24
              
              $
              6.90
              
              $
              1.12
              
              $
              0.90**2005:**Fourth
                  Quarter
              
              $
              8.00
              
              $
              7.50
              
              $
              7.10
              
              $
              6.80
              
              $
              1.06
              
              $
              0.80




The
      trading of our securities, especially our warrants, is limited, and, therefore,
      there may not be deemed to be an established public trading market under
      guidelines set forth by the Securities and Exchange Commission. As of March
      20,
      2006, there were 9 stockholders of record of our common stock, 1 holder of
      record of our warrants and 1 holder of record of our units. Such numbers do
      not
      include beneficial owners holding shares or warrants through nominee
      names.




We
      have
      never declared or paid any dividends on our common stock, nor do we anticipate
      paying cash dividends in the foreseeable future.




27


**Item
      6.**   **Selected
      Financial Data.**




The
      following selected financial data has been extracted from our financial
      statements for the period from April 25, 2005 (inception) to December 31, 2005.
      This selected financial data should be read in conjunction with our financial
      statements and the related notes included in Item 8 of this form.





**Statement
                of Operations Data**
              **Period
                From April 25, 2005 (inception) to December 31,
                2005**Operating
                Expenses
            
            $
            167,274Other
                Income - Interest, net
            
            $
            471,102Net
                Income
            
            $
            275,728Weighted
                Average Common Shares Outstanding
            
            
            7,286,400Net
                Income Per Common Share - Basic and Diluted
            
            $
            .04




**Balance
                Sheet Data**
              **As
                of December 31, 2005**Working
                Capital (Excluding Cash held in trust)
            
            $
            888,439Cash
                Held In Trust
            
            $
            105,884,102Total
                Assets
            
            $
            106,905,311Common
                Stock Subject to Possible Redemption, 2,878,560 Common Shares at
                Conversion Value
            
            $
            21,071,059Stockholders’
                Equity
            
            $
            85,701,482




**Item
      7.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of** **Operations.**




The
      following discussion should be read in conjunction with our financial statements
      and footnotes thereto contained in this report.




**Overview**





Platinum
      is a blank check company organized under the laws of the State of Delaware
      on
      April 25, 2005 and is still a development stage enterprise. The Company was
      formed for the purpose of effecting a merger, capital stock exchange, asset
      acquisition or other similar business combination with one or more U.S. or
      international operating businesses in the global oil and gas E&P industry.





At
      December 31, 2005, Platinum had not yet commenced any commercial operations.
      All
      activities for the period from April 25, 2005 (inception) through December
      31,
      2005 relate to the Company’s formation, the completion of the public offering
      described below and the identification of prospective business combinations.
      We
      selected December 31 as the Company’s fiscal year-end.





28


**Recent
      Developments**




On
      January 26, 2006, we announced that we had executed a definitive agreement
      and
      plan of merger with Tandem Energy Holdings, Inc., a Nevada corporation
      (“Tandem”), pursuant to which, subject to satisfaction of the conditions
      contained in the merger agreement, our wholly-owned subsidiary, PER Acquisition
      Corp., will merge with and into Tandem. At the effective time of the merger,
      Tandem would be the surviving corporation in the merger with PER Acquisition
      Corp. and would continue as a wholly-owned subsidiary of Platinum. Currently,
      Tandem, through its wholly-owned subsidiary, Tandem Energy Corporation, a
      Colorado corporation headquartered in Midland, Texas, is engaged in the oil
      and
      gas E&P industry and operates oil fields in Texas and New
      Mexico.




The
      definitive merger agreement contemplates the merger of our wholly-owned
      subsidiary, PER Acquisition Corp., with and into Tandem, with current
      stockholders of Tandem receiving, in the aggregate, approximately $102 million
      in cash less the amount required to retire the indebtedness of Tandem and its
      subsidiaries of approximately $42 million. More specifically, at the effective
      time and as a result of the merger, holders of outstanding shares of common
      stock of Tandem are to receive $2.53 per share. However, since certain directors
      and officers of Tandem, who in the aggregate own approximately 85% of the
      outstanding Tandem common stock, have waived their right to receive $0.40 of
      such consideration and have elected to receive only $2.13 per share, the amounts
      so waived will be added to the amounts to be received by the stockholders who
      purchased their shares directly from Tandem or in the open market. Accordingly,
      such stockholders will receive an aggregate of $4.50 per share.





Our
      stockholders will not receive any cash or securities in the merger but will
      continue to hold the shares of Platinum common stock that they owned prior
      to
      the merger and, as a consequence of the merger, Platinum will become the parent
      company of Tandem.





The
      merger agreement further contemplates the reimbursement at closing of Tandem
      by
      Platinum for all capital and workover-related costs for the period from January
      1, 2006 through the closing in an amount not to exceed an average of $700,000
      per month. Additionally, the merger agreement requires Tandem to have working
      capital of at least $5 million at closing (including its rights to unpaid
      reimbursements of capital and workover-related costs) with any shortfall to
      be
      covered by certain of Tandem’s stockholders who executed the merger agreement
      and any excess to be paid to such stockholders.





The merger
      is subject to, among other things, the filing of a proxy statement with the
      SEC,
      approval of the transaction by our stockholders and the satisfaction or waiver
      of other customary conditions. In addition, the closing is conditioned on
      holders of less than 20% of the shares of Platinum common stock issued in
      Platinum’s IPO voting against the merger and electing to convert their shares
      into cash, as permitted by our certificate of incorporation. The initial
      stockholders who acquired their shares prior to our IPO who, in the aggregate,
      hold approximately 20% of Platinum voting stock have agreed to vote their shares
      in accordance with the vote of the majority of the non-affiliated stockholders.
      In view of the various conditions in connection with the merger proposal, there
      can be no assurance that the proposed transaction will be consummated. Platinum
      provided a deposit in the amount of $500,000 upon the execution of the merger
      agreement to be applied to the purchase price at closing provided that, in
      the
      event that the merger agreement is terminated for any reason other than a
      material breach of the agreement by Tandem, such amount shall be distributed
      to
      Tandem. As such, the failure of any of the foregoing conditions to be satisfied,
      among other things, could result in the termination of the merger agreement
      and
      the forfeiture of such deposit.





29


In
      connection with the merger agreement, Platinum entered into a letter agreement
      with Mr. Lance Duncan, one of the original founders of Tandem who had been
      given
      limited authority by Tandem management to act on its behalf. Pursuant to the
      letter agreement, Platinum agreed to pay Mr. Duncan a broker’s fee of $3.0
      million at the consummation of the merger for services rendered in connection
      with the merger, including introduction of the parties, facilitation of the
      negotiations among the parties and rescission and cancellation of all of Mr.
      Duncan’s and his affiliate’s common stock holding in Tandem. Pursuant to the
      letter agreement, Platinum has also agreed to issue to Mr. Duncan over an
      18-month period following the consummation of the merger restricted shares
      of
      Platinum common stock valued at $5.0 million in consideration of continued
      consulting services.





For
      a
      more complete discussion of our proposed merger with Tandem and of Tandem’s
      business, including the risks that are applicable to Platinum with respect
      to
      the proposed merger, see our proxy materials when they become
      available which, together with other documents filed by us with the SEC, may
      be
      obtained, free of charge, at the SEC’s website at http://www.sec.gov. Free
      copies of the proxy materials, once available, may also be obtained directly
      from us.





**Results
      of Operations**





For
      the
      period from April 25, 2005 (inception) to December 31, 2005, we had net income
      of $275,728, attributable to net interest income of $471,000 resulting primarily
      from interest income earned on the proceeds of our IPO, offset by expenses
      attributable to organization and formation expenses, expenses incurred in
      identifying and qualifying an acquisition candidate and legal and accounting
      costs. As more fully described below, the interest income is earned on funds
      held in the trust account. The funds held in trust and related interest income
      are only available, subject to certain conditions, for use in making a qualified
      acquisition and not for our normal daily operating expenses. Interest income
      was
      derived from sources free of federal income taxes resulting in a lower than
      normal provision for income taxes.





**Liquidity
      and Capital Resources**





On
      October 28, 2005, we consummated our initial public offering of 14,400,000
      units
      with each unit consisting of one share of our common stock, $0.0001 per share,
      and one warrant to purchase one share of common stock at an exercise price
      of
      $6.00 per share. The units were sold at an offering price of $8.00 per unit,
      generating gross proceeds of $115,200,000. The total net proceeds to us from
      the
      offering were approximately $106,472,000, of which $105,408,000 was deposited
      into a trust fund and the remaining proceeds ($1,064,000) are available to
      be
      used to provide for business, legal and accounting, due diligence on prospective
      business combinations and continuing general and administrative expenses. At
      December 31, 2005, we have $902,498 of the net proceeds that were not deposited
      into the trust fund available. The net proceeds deposited into the trust fund
      remain on deposit in the trust fund, earning interest, and contemplated for
      use
      in connection with a business combination. As of December 31, 2005, there was
      $105,884,102 held in the trust fund.





30


We
      intend
      to use substantially all of the net proceeds from the IPO to acquire a target
      business. To the extent that our capital stock is used, in whole or in part,
      as
      consideration to effect a business combination, the proceeds held in the trust
      fund as well as any other net proceeds not expended will be used to finance
      the
      operations of the target business.





We
      believe we will have sufficient available funds outside of the trust fund to
      operate through March 31, 2007, in the event that the business combination
      with
      Tandem is not consummated during that time and our deposit is returned. In
      the
      period from October 28, 2005 though October 28, 2007, we estimate that we would
      incur approximately $300,000 of expenses for legal, accounting and other
      expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination, an aggregate of $180,000 for the
      administrative fees payable to Platinum Partners Value Arbitrage, L.P. or other
      designated parties (a total of $7,500 per month for two years), $100,000 for
      expenses for the due diligence and investigation of a target business, $50,000
      of expenses in legal and accounting fees relating to our SEC reporting
      obligations and $358,000 for general working capital that will be used for
      miscellaneous expenses and reserves, including approximately $75,000 for
      director and officer liability insurance premiums. Since the date of the IPO
      we
      used funds held outside of the trust to repay a $180,000 note to a stockholder,
      for the payment of directors and officers liability insurance premium of $75,000
      and began and continue to incur expenses associated with identifying an
      acquisition candidate. We do not believe we will need to raise additional funds
      in order to meet the expenditures required for operating our business. However,
      we may need to raise additional funds through a private offering of debt or
      equity securities if such funds are required to consummate a business
      combination that is presented to us. We would only consummate such a financing
      simultaneously with the consummation of a business combination.





In
      the event that the Company does not consummate a business combination within
      18
      months from the date of the consummation of the IPO (October 28, 2005), or
      24
      months from the consummation of the IPO if certain extension criteria have
      been
      satisfied, the Company’s Certificate of Incorporation provides for mandatory
      liquidation of the Company. Among other conditions, in the event of such
      liquidation, funds held in trust would be required to be returned to the
      investors in the IPO.





In
      connection with the IPO, we sold to the representatives of the underwriters
      a
      five year option to purchase up to a total of 720,000 units in the aggregate
      at
      a per unit price of $10.00. The units issuable upon exercise of this option
      are
      identical to those offered in the IPO except that the warrants included in
      the
      option have an exercise price of $7.50 (125% of the exercise price of the
      warrants included in the units sold in the IPO). The unit purchase option may
      be
      exercised for cash or on a “cashless” basis, at the holder’s option, such that
      the holder may use the appreciated value of the option (the difference between
      the exercise prices of the option and the underlying warrants and the market
      price of the units and underlying securities) to exercise the option without
      the
      payment of any cash. If circumstances warrant and in the event that any holders
      of the unit purchase option choose to exercise all or a portion of the unit
      purchase option on a cashless basis, we will receive no cash proceeds but would
      be required to issue additional units.





31


**Off-Balance
      Sheet Arrangements**




As
      of
      December 31, 2005, we did not have any off-balance sheet arrangements as defined
      in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
      Act of 1934.




**Contractual
      Obligations and Commitments**





In
      February 2006, we entered into a sublease arrangement for office space located
      in Montvale, New Jersey. The term of the sublease commenced on March 1, 2006
      and
      expires February 28, 2009, subject to earlier termination pursuant to the
      sublease terms. Pursuant to the sublease terms, we may terminate the sublease
      without penalty within one year of the commencement date by providing the
      sublessor with two months’ prior written notice. Prior to the first anniversary
      of the commencement date, the sublessor may give notice to us that it has found
      an alternative tenant, at which point we have ten days to elect to continue
      the
      sublease for the full term or vacate the premises within two months. Gross
      rent,
      including annual escalations and electric charges are approximately $20,000
      for
      each year of the three year lease term.




**Critical
      Accounting Policies**




*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 the reported amounts of assets and
      liabilities and 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.





Management
      does not believe that any recently issued, but not yet effective accounting
      standards if currently adopted, would have a material effect on the accompanying
      financial statements.








**Forward
      Looking Statements**




The
      statements discussed in this report include forward looking statements that
      involve risks and uncertainties. You can identify these statements by
      forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,”
“estimate,” “plans,” and “continue” or similar words. You should read statements
      that contain these words carefully because they discuss our future expectations,
      contain projections of our future results of operations or of our financial
      condition or state other “forward-looking” information.





We
      believe it is important to communicate our expectations to our stockholders.
      However, there may be events in the future that we are not able to accurately
      predict or over which we have no control. The cautionary language in this annual
      report provide examples of risks, uncertainties and events that may cause our
      actual results to differ materially from the expectations we describe in our
      forward-looking statements. You should be aware that the occurrence or
      non-occurrence of events described in this annual report could have a material
      adverse effect on our business, operating results and financial condition,
      including our ability to successfully consummate a business combination, and
      the
      other risks detailed from time to time in our filings with the Securities and
      Exchange Commission.




32


**Item 7A.** **Quantitative
      and Qualitative Disclosures About Market Risk.**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      fund,
      we may not engage in, any substantive commercial business. Accordingly, we
      are
      not and, until such time as we consummate a business combination, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices. The net proceeds of our
      initial public offering held in the trust fund have been invested only in money
      market funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940. Given our limited risk in our exposure to money
      market funds, we do not view the interest rate risk to be
      significant.




**Item
      8.**   **Financial
      Statements and Supplementary Data.**




Reference
      is made to pages F-1 through F-12 comprising a portion of this annual
      report on Form 10-K.




**Item
      9.**   **Changes
      in and Disagreements with Accountants on Accounting and** **Financial
      Disclosure.**




None.




**Item 9A.**  **Controls
      and Procedures.**




The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in our reports filed pursuant to
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the SEC’s rules, regulations
      and related forms, and that such information is accumulated and communicated
      to
      our principal executive officer and principal financial officer, as appropriate,
      to allow timely decisions regarding required disclosure.




The
      Company, under the supervision of our chief executive officer and chief
      financial officer, carried out an evaluation of the effectiveness of the design
      and operation of its disclosure controls and procedures as of December 31,
      2005.
      Based upon that evaluation, management, including our chief executive officer
      and chief financial officer, concluded that the Company’s disclosure controls
      and procedures were effective in alerting it in a timely manner to information
      relating to the Company required to be disclosed in this report.




The
      Company has previously reported that the Company’s independent registered
      accounting firm, Marcum & Kliegman, LLP (“M&K”), informed management
      that in connection with its review of the financial results for the period
      from
      April 25, 2005 (inception) to September 30, 2005, M&K had discovered a
      condition which it deemed to be a significant deficiency (as defined by
      standards established by the Public Company Accounting Oversight Board), in
      the
      Company’s financial statement reporting process. A significant deficiency is a
      control deficiency where there is more than a remote likelihood a misstatement
      of the Company’s annual or interim financial statements that is more than
      inconsequential will not be prevented or detected. The significant deficiency
      related to the Company having two employees, Mr. Mark Nordlicht, who is
      Principal Executive Officer and Principal Financial Officer of the Company,
      and
      Mr. Barry Kostiner, who is the Chief Executive Officer of the Company.
      Management has since engaged four additional officers to address the
      deficiency.




33


Management
      will periodically re-evaluate this situation. If the situation changes and/or
      sufficient capital is obtained, it is the Company’s intention to increase
      staffing to mitigate the current dependence upon Mr. Nordlicht.




Since
      our
      inception through December 31, 2005, there have been no significant changes
      in
      our internal controls over financial reporting that have materially affected,
      or
      are reasonably likely to materially affect our internal controls over financial
      reporting.




**Item 9B.** **Other
      Information.**




Not
      applicable.




34





**PART
      III**




**Item
      10.** **Directors
      and Executive Officers of the Registrant.**




Our
      current directors and executive officers are as follows:




**Name**
            
            **Age**
            
            **Position**Mark
                Nordlicht
            
            37
            
            Chairman
                of the BoardBarry
                Kostiner
            
            34
            
            Chief
                Executive Officer, Secretary and DirectorWilliam
                C. Glass
            
            34
            
            President
                and DirectorJames
                E. Bashaw
            
            42
            
            DirectorAlbert
                Helmig
            
            54
            
            DirectorRichard
                Geyser
            
            37
            
            Vice
                PresidentJames
                H. Dorman
            
            72
            
            Executive
                Vice PresidentJim
                L. Troxel
            
            52
            
            Executive
                Vice President




**Mark
      Nordlicht** has been
      our chairman of the board since our inception. Mr. Nordlicht is the founder
      and sole managing member of the general partner of the Platinum Partners Value
      Arbitrage Fund, a New York based relative value fund launched in
      January 2003. The Value Arbitrage Fund employs various strategies across
      multiple asset classes and has a 20% concentration in energy derivatives.
      Mr. Nordlicht is also Chairman of Optionable Inc., a hybrid
      voice-electronic broker matching trades in energy swaps, futures, and options,
      founded by Mr. Nordlicht in November 1999 and Chairman of Platinum
      Diversified Mining, Inc., a special purpose acquisition company, focusing on
      the
      metal and mining industries, founded by Mr. Nordlicht in 2006. In addition,
      Mr. Nordlicht is formerly the founder and general partner of Northern
      Lights Trading, a proprietary options trading firm based in New York which
      employed traders in the natural gas, crude oil, cotton, coffee, gold, and silver
      option trading pits. From 1998 through December 2002 Mr. Nordlicht was
      managing partner of West End Capital and WEC Asset Management, New York based
      private equity firms founded by Mr. Nordlicht. Mr. Nordlicht earned a
      BA degree from Yeshiva University in 1989.




**Barry
      Kostiner** has
      been
      our chief executive officer, secretary and a member of our board of directors
      since inception. Mr. Kostiner has been involved in energy trading and
      structuring since 1992. Mr. Kostiner has negotiated structured transactions
      and built trading desks in electricity, natural gas options and physical gas.
      Since March 2003, he has been a principal of Ellipse Energy LLC, a
      consulting and private equity firm. From March 2001 to January 2003,
      he was a managing director at Allegheny Energy, a energy trading and generation
      asset management company. At Allegheny, as a managing director, he was
      responsible for the physical gas trading desk that controlled fuel supply and
      risk management for 2,800 MW of natural gas fired generation, with an
      acquisition value of over $2 billion. He also was involved in initiating
      the coal trading group, the E&P asset acquisition and European trading
      businesses. From January 1999 until March 2001, he was a vice
      president at Merrill Lynch in its energy trading group which was subsequently
      sold to Allegheny Energy. From October 1995 until January 1999, he was
      an associate at Goldman Sachs in its energy origination group. Mr. Kostiner
      was a founding employee involved in business development, strategy and
      management for the joint venture between Goldman Sachs and Constellation Energy.
      He received a BS in Electrical Engineering and MS in applied mathematics from
      MIT. His master’s thesis jointly supervised by Harvard’s Kennedy School of
      Government was on mathematics applied to deregulated electricity
      markets.




35


**William
      C. Glass** has
      been
      President and a member of our board of directors since inception. Mr. Glass
      has worked in the energy industry and energy financial derivatives markets
      since
      1996. Mr. Glass has been an independent energy trader and consultant since
      December 2003. From July 2000 to December 2003, Mr. Glass
      was Vice president of Marubeni Energy Incorporated’s North American Natural gas
      division. He was responsible for all natural gas transactions, transportation,
      marketing, trading, and operations. From February 1997 to July 2000,
      Mr. Glass was a senior trader at Southern Company Energy marketing. His
      responsibilities included managing the financial gas daily desk as well as
      trading gulf coast, northeast, and mid west financial products. From
      October 1995 to February 1997, Mr. Glass worked at Enron as part
      of the risk management team. Mr. Glass holds a bachelor’s in Finance and
      Accounting from Texas A&M University.




**James
      E. Bashaw** has
      been
      a member of our board of directors since inception. He is currently the CEO
      of
      James E. Bashaw & Co., a Houston based investment advisory and financial
      services firm. Founded by Mr. Bashaw in November 2001, his firm
      manages over $350 million for its clients. In March 1994,
      Mr. Bashaw opened an office for Equitable Securities Corporation, an
      investment advisory and financial services firm, in Nashville, Tennessee,
      becoming a partner in 1997. In March 1998, Mr. Bashaw founded the
      Galleria office of J.C. Bradford & Co., a Nashville based brokerage and
      investment banking firm. The firm was sold to Paine Webber in 2000, with Paine
      Webber subsequently acquired by UBS Financial Services. Mr. Bashaw was
      employed by J.C. Bradford until November 2001. Under the leadership of
      Mr. Bashaw, the Houston office became one of the top 10 profitable offices
      in Paine Webber/UBS. Mr. Bashaw brings extensive relationships in the
      energy industry.




**Albert
      Helmig** has
      been
      a member of our board of directors since inception. Mr. Helmig has over 35
      years of experience in the commodity trading industry. Since 2000,
      Mr. Helmig has been a consultant in the commodity and energy trading
      industry. From 1991 to 2000, Mr. Helmig served on the board of the New York
      Mercantile Exchange (NYMEX), the world’s largest energy exchange. From 1992 to
      2000, Mr. Helmig served on NYMEX’s executive committee and was also Vice
      Chairman from 1998 to 2000. While at NYMEX, he chaired over twenty committees
      including regulatory, clearing, contract design, control, delivery and marketing
      committees. NYMEX experienced unprecedented growth during Mr. Helmig’s
      tenure. As chairman of marketing and vice chairman of the exchange, he was
      the
      global spokesman for NYMEX for over ten years, representing the exchange with
      the energy industry, foreign governments and exchanges at industry forums
      worldwide. He was a member of NYMEX for 16 years and owned and operated the
      largest independent floor execution service on NYMEX/COMEX with an international
      clientele. Mr. Helmig is currently a Director of Optionable, a hybrid
      voice-electronic broker matching trades in energy swaps, futures, and options,
      which was founded by our chairman Mark Nordlicht. In addition, Mr. Helmig
      is the founder and managing partner of Gray House, a private consultancy firm
      with a global clientele ranging from producers, financial institutions,
      integrated energy companies, merchant trading corporations, and government
      agencies. Mr. Helmig holds BS degrees in Economics and Finance from
      Philadelphia University.




**Richard
      Geyser** has
      been
      our Vice President since inception. Mr. Geyser has over 10 years of
      alternative investment-related experience. Since February 2004,
      Mr. Geyser has been a Managing Director of Platinum Partners Value
      Arbitrage Fund, a private investment partnership. From March 2003 to
      October 2003, he was a Director of Capital Introduction at Paravane
      Partners, a division of Leeb Brokerage Services. From February 2002 to
      February 2003, he co-founded two hedge funds: Voyager Partners (options
      volatility and equity statistical arbitrage) and Entropy Partners (equity
      statistical arbitrage). From 1996 through 2001, Mr. Geyser was a Senior VP
      at BlueStone Capital Corp during which time his clients financed dozens of
      publicly traded companies, including several energy-related companies.
      Mr. Geyser received an MBA with High Honors from Thunderbird, the American
      Graduate School of International Management and an A.B. cum laude from Harvard
      College.




36


**James
      H. Dorman** has
      been
      our Executive Vice President since inception. He brings with him 46 years of
      global experience in E&P. Since 2001, Mr. Dorman has been involved in
      various advisory projects. He has been a member of the Board of Directors for
      Transmeridian Exploration Inc., a public E&P company listed on the American
      Stock Exchange, for the past three years. From 1996 through 2001,
      Mr. Dorman formed a public Canadian exploration company, Doreal Energy, and
      with his partners developed successful exploration projects in England, Columbia
      and Portugal. From 1990 through 1995, Mr. Dorman advised Garnet Resources
      and American International Petroleum on the development of South American
      E&P assets, including the development of 1.5 mm acres in Columbia. From 1964
      through 1989, Mr. Dorman held various positions at Tenneco. As Vice
      President of Exploration for the South America Division, Mr. Dorman had
      responsibility for 28 commercial discoveries, including the giant San Francisco
      - Balcon and Colombina oil fields, prior to Tenneco’s acquisition by Shell.
      Mr. Dorman began his career with Chevron in Louisiana in 1955. His diverse
      experience includes service as an Army Medic for the National Guard in Korea
      in
      1951-2. Mr. Dorman has a BS with honors in Petroleum Geology from
      Mississippi State University and a MS in Geology from the University of
      Missouri.




**Jim
      L. Troxel** has
      been
      our Executive Vice President since inception. He has had diverse experience
      as a
      senior geologist. Mr. Troxel has held his current position of Vice
      President of Exploration at Thorp Petroleum Corporation, an oil and gas E&P
      company, since 1997. He has overseen the drilling of 49 wells, with production
      of 70 BCF and 3 mm boe. Mr. Troxel was at Amerada Hess, a public oil and
      gas E&P company listed on the NYSE, from 1987 through 1996, where he held
      the role of senior geologist. He was responsible for discovering Hess’ largest
      field during this period, which produced 95 BCF and 6 mm boe. While at Texas
      Oil
      and Gas, an oil and gas E&P company, from 1980 through 1987, Mr. Troxel
      was an area geologist that managed a team of geologists and geophysicists that
      directed the drilling of exploration prospects. For four years, he generated
      prospects for 4 rigs out of a 12 rig drilling program. Mr. Troxel received
      his BS in Geology from the University of Oklahoma.




Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the first class of directors, consisting of James E. Bashaw, will
      expire at our first annual meeting of stockholders. The term of office of the
      second class of directors, consisting of Albert Helmig and William C. Glass,
      will expire at the second annual meeting. The term of office of the third class
      of directors, consisting of Mark Nordlicht and Barry Kostiner, will expire
      at
      the third annual meeting.




These
      individuals will play a key role in identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating its acquisition. Other than Mr. Nordlicht, none
      of
      these individuals has been a principal of or affiliated with a public company
      or
      blank check company that executed a business plan similar to our business plan
      and none of these individuals is currently affiliated with such an entity.
      However, we believe that the skills and expertise of these individuals, their
      collective access to acquisition opportunities and ideas, their contacts, and
      their transaction expertise should enable them to successfully identify and
      effect an acquisition although we cannot assure you that they will, in fact,
      be
      able to do so. Mr.
      Nordlicht is currently executive chairman of Platinum Diversified Mining, Inc.,
      a blank check company formed under the laws of the Cayman Islands to serve
      as a
      vehicle to consummate a business combination in the metals or mining industry.
      Platinum Diversified Mining, Inc. was admitted for trading on the AIM Market
      of
      the London Stock Exchange on March 14, 2006.





37


We
      do not
      have an audit committee of our Board of Directors nor do we have an audit
      committee financial expert, because we do not believe the nature of our business
      is such that an audit committee or audit committee financial expert would be
      useful or necessary. Furthermore, our equity securities are not listed on an
      exchange or automated quotation system that requires its listed companies to
      appoint an audit committee.




We
      have
      adopted a Code of Conduct and Ethics that applies to our principal executive
      officer or principal financial officer, or persons performing similar functions,
      as well as to our directors, officers and employees. Requests for copies of
      our
      Code of Conduct and Ethics, which will be made available without charge, should
      be sent to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale,
      New
      Jersey 07645.





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




Section
      16(a) of the Securities and Exchange Act of 1934, as amended, requires Platinum
      directors, officers and persons owning more than 10% of Platinum’s common stock
      to file reports of ownership and changes of ownership with the Securities and
      Exchange Commission. Based on its review of the copies of such reports furnished
      to Platinum, or representations from certain reporting persons that no other
      reports were required, Platinum believes that all applicable filing requirements
      were complied with during the fiscal year dated December 31, 2005.




**Item
      11.** **Executive
      Compensation.**




No
      executive officer has received any cash compensation for services rendered.
      We
      have been paying and will continue to pay Platinum Partners Value Arbitrage,
      L.P., an affiliate of Mark Nordlicht, our chairman of the board, a fee of $7,500
      per month for providing us with certain secretarial services. However, this
      arrangement is solely for our benefit and is not intended to provide
      Mr. Nordlicht compensation in lieu of a salary. Other than this $7,500
      per-month fee, no compensation of any kind, including finder’s and consulting
      fees, will be paid to any of our initial stockholders, including our directors,
      or any of their respective affiliates, for services rendered prior to or in
      connection with a business combination. However, our initial stockholders will
      be reimbursed for any out-of-pocket expenses incurred in connection with
      activities on our behalf such as identifying potential target businesses and
      performing due diligence on suitable business
      combinations. There is no limit on the amount of these out-of-pocket expenses
      and there will be no review of the reasonableness of the expenses by anyone
      other than our board of directors, which includes persons who may seek
      reimbursement, or a court of competent jurisdiction if such reimbursement is
      challenged. Because none of our directors may be deemed “independent,” we will
      generally not have the benefit of independent directors examining the propriety
      of expenses incurred on our behalf and subject to reimbursement.




38


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




The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of March 20, 2006:




·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




·
            each
                of our officers and directors; and




·
            all
                our officers and directors as a
                group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Name
                and Address of Beneficial Owner (1)**
            
            
            **Amount
                and Nature of Beneficial Ownership**
            
            
            **Approximate
                Percentage of Outstanding**
              **Common
                Stock**J.D.
                Capital Management LLC(2)
              J.
                David Rogers
            
            
            1,250,000
            
            
            6.9
            %Millenco,
                L.P./NY(3)
              Millennium
                Management, L.L.C.
              Israel
                A. Englander
            
            
            1,935,000
            
            
            10.8
            %Mark
                Nordlicht(4)
            
            
            2,130,000
            
            
            11.8
            %Barry
                Kostiner(5)
            
            
            900,000
            
            
            5.0
            %William
                C. Glass(6)
            
            
            270,000
            
            
            1.5
            %Richard
                Geyser(7)
            
            
            90,000
            
            
            *
            %James
                H. Dorman(8)
            
            
            60,000
            
            
            *
            %Jim
                L. Troxel(9)
            
            
            60,000
            
            
            *
            %Albert
                Helmig
            
            
            45,000
            
            
            *
            %James
                E. Bashaw(10)
            
            
            45,000
            
            
            *
            %All
                directors and executive officers as a group
                (8 individuals)
            
            
            3,600,000
            
            
            20.0
            %





*
      denotes
      percentages of less than 1%




(1)
            Unless
                otherwise indicated, the business address of each of the individuals
                is 25
                Phillips Parkway, Montvale, New Jersey
                07645.




(2)
            Based
                upon a Statement on Schedule 13G dated December 20, 2005 filed by
                J.D.
                Capital Management LLC and Mr. J. David Rogers, we understand that
                JD
                Capital Management LLC is the investment manager of Temp Master Fund
                LP
                and, by virtue of such status, may be deemed to be the beneficial
                owner of
                1,250,000 units owned by Tempo. Mr. Rogers is the managing member
                of J.D.
                Capital and has voting and investment power with respect to the shares.
                The address of J.D. Capital and Mr. Rogers is Two Greenwich Plaza,
                Greenwich, Connecticut 06830.




39


(3)
            Based
                upon a Statement on Schedule 13G dated November 20, 2005 filed by
                Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander,
                Millennium Management is the general partner of Millenco and, as
                such, may
                be deemed to have voting control and investment discretion over the
                securities owned by Millenco. Israel A. Englander is the managing
                member
                of Millennium Management and has voting and investment power with
                respect
                to the shares. The address of the parties is c/o Millennium Management,
                L.L.C. 666 Fifth Avenue, New York New York
                10103




(4)
            Includes
                2,130,000 shares held by Platinum Management (NY) LLC, a limited
                liability
                company controlled by Mr. Nordlicht. The address of Mr. Nordlicht and
                Platinum Management (NY) LLC is 152 West 59thStreet, New York, New York 10019.




(5)
            Does
                not include an aggregate of 525,000 shares of common stock he may
                receive
                in the event Messrs. Glass, Geyser, Dorman, Troxel or Bashaw’s shares
                do not vest as described below in footnotes 6, 7, 8, 9 and 10,
                respectively.




(6)
            These
                shares vest in full upon the expiration of the three-year escrow
                period,
                October 24, 2008, provided Mr. Glass is still affiliated with us at
                such time, or if his affiliation has been terminated without cause
                or as a
                result of death or disability. In the event Mr. Glass is not
                affiliated with us, for reasons other than as described in the previous
                sentence, at the time of the expiration of the three-year escrow
                period,
                these shares revert back to
                Mr. Kostiner.




(7)
            These
                shares vest in full upon the expiration of the three-year escrow
                period,
                October 24, 2008, provided Mr. Geyser is still affiliated with us at
                such time, or if his affiliation has been terminated without cause
                or as a
                result of death or disability. In the event Mr. Geyser is not
                affiliated with us, for reasons other than as described in the previous
                sentence, at the time of the expiration of the three-year escrow
                period,
                these shares revert back to
                Mr. Kostiner.




(8)
            These
                shares vest in full upon the expiration of the three-year escrow
                period,
                October 24, 2008, provided Mr. Dorman is still affiliated with us at
                such time, or if his affiliation has been terminated without cause
                or as a
                result of death or disability. In the event Mr. Dorman is not
                affiliated with us, for reasons other than as described in the previous
                sentence, at the time of the expiration of the three-year escrow
                period,
                these shares revert back to
                Mr. Kostiner.




(9)
            These
                shares vest in full upon the expiration of the three-year escrow
                period,
                October 24, 2008, provided Mr. Troxel is still affiliated with us at
                such time, or if his affiliation has been terminated without cause
                or as a
                result of death or disability. In the event Mr. Troxel is not
                affiliated with us, for reasons other than as described in the previous
                sentence, at the time of the expiration of the three-year escrow
                period,
                these shares revert back to Mr. Kostiner. Mr. Troxel’s business
                address is 1001 McKinney, Suite 2200, Houston, Texas
                77002.




(10)
            These
                shares vest in full upon the expiration of the three-year escrow
                period,
                October 24, 2008, provided Mr. Bashaw is still affiliated with us at
                such time, or if his affiliation has been terminated without cause
                or as a
                result of death or disability. In the event Mr. Bashawis
                not affiliated with us, for reasons other than as described in the
                previous sentence, at the time of the expiration of the three-year
                escrow
                period, these shares revert back to Mr. Kostiner. Mr. Bashaw’s
                business address is 5200 San Felipe, Houston, Texas
                77056.




40




Our
      stockholders other than those who acquired their shares in the IPO, which
      include all of our officers and directors, collectively, beneficially own 20%
      of
      the issued and outstanding shares of our common stock. Because of this ownership
      block, these stockholders may be able to effectively influence the outcome
      of
      all matters requiring approval by our stockholders, including the election
      of
      directors and approval of significant corporate transactions other than approval
      of a business combination.




All
      of
      the shares of our common stock outstanding prior to our IPO have been placed
      in
      escrow with American Stock Transfer & Trust Company, as escrow agent, until
      the earliest of:




·
            October
                24, 2008;




·
            our
                liquidation; or




·
            the
                consummation of a liquidation, merger, stock exchange or other similar
                transaction which results in all of our stockholders having the right
                to
                exchange their shares of common stock for cash, securities or other
                property subsequent to our consummating a business combination with
                a
                target business.




During
      the escrow period, the holders of these shares are not be able to sell or
      transfer their securities except to their spouses and children or trusts
      established for their benefit, but will retain all other
      rights as our stockholders, including, without limitation, the right to vote
      their shares of common stock and the right to receive cash dividends, if
      declared. If dividends are declared and payable in shares of common stock,
      such
      dividends will also be placed in escrow. If we are unable to effect a business
      combination and liquidate, none of our initial stockholders will receive any
      portion of the liquidation proceeds with respect to common stock owned by them
      prior to the date of our IPO.




41


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




Prior
      to
      our IPO, we issued an aggregate of 3,250,000 shares of our common stock to
      the
      individuals set forth below for $25,000 in cash, at an average purchase price
      of
      approximately $0.0077 per share as follows:




**Name**
            
            **Number
                of Shares**
            
            **Relationship
                to Us**Platinum
                Management (NY) LLC
            
            1,922,918
            
            Stockholder
                (beneficially owned by our Chairman, Mark Nordlicht)Barry
                Kostiner
            
            812,500
            
            Chief
                Executive Officer, Secretary and DirectorWilliam
                C. Glass
            
            243,750
            
            President
                and DirectorRichard
                Geyser
            
            81,250
            
            Vice
                PresidentJames
                H. Dorman
            
            54,166
            
            Executive
                Vice PresidentJim
                L. Troxel
            
            54,166
            
            Executive
                Vice PresidentAlbert
                Helmig
            
            40,625
            
            DirectorJames
                E. Bashaw
            
            40,625
            
            Director




On
      September 23, 2005, our board of directors authorized a stock dividend of
      .3846153 of a share of common stock for each outstanding share of common stock,
      effectively lowering the purchase price to $.0056 per share. The sole purpose
      of
      such stock dividend authorized by the board of directors was to maintain the
      initial stockholders’ collective ownership at 20% of our issued and outstanding
      shares of common stock immediately after the offering.




On
      October 21, 2005, we effected a four-for-five reverse stock split, effectively
      raising the purchase price to $0.0069 per share. The sole purpose for such
      reverse stock split authorized by the board and approved by our stockholders
      was
      to maintain the initial
      stockholders’ collective ownership at 20% of our issued and outstanding shares
      of common stock immediately after the offering. Following the reverse stock
      split, there are 3,600,000 shares of common stock outstanding as reflected
      in
      Item 12. “Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.”




The
      holders of the majority of these shares will be entitled to make up to two
      demands that we register these shares pursuant to an agreement signed at
      consummation of our IPO. The holders of the majority of these shares may elect
      to exercise these registration rights at any time after the date on which these
      shares of common stock are released from escrow, which, except in limited
      circumstances, is not before October 24, 2008. In addition, these stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of common stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.




Platinum
      Partners Value Arbitrage, L.P., an affiliate of Mark Nordlicht, has agreed
      that,
      from the effective date of the prospectus for our IPO, October 24, 2005, through
      the acquisition of a target business, it will make available to us a small
      amount of office space and certain office and secretarial services, as we may
      require from time to time. We have agreed to pay Platinum Partners Value
      Arbitrage, L.P. $7,500 per month for these services. Platinum Management (NY)
      LLC is the general partner of Platinum Partners Value Arbitrage, L.P. and Mark
      Nordlicht is the managing member and 100% owner of Platinum Management (NY)
      LLC.
      As a result, he will benefit from the transaction to the extent of his interest
      in Platinum Partners Value Arbitrage, L.P. However, this arrangement is solely
      for our benefit and is not intended to provide Mr. Nordlicht compensation
      in lieu of a salary. We believe, based on fees for similar services in the
      New
      York City metropolitan area, that the fee charged by Platinum Partners Value
      Arbitrage, L.P. is at least as favorable as we could have obtained from an
      unaffiliated person. However, as our directors may not be deemed “independent,”
we did not have the benefit of disinterested directors approving this
      transaction.




42


We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business combinations. There is
      no
      limit on the amount of accountable out-of-pocket expenses reimbursable by us,
      which will be reviewed only by our board or a court of competent jurisdiction
      if
      such reimbursement is challenged.




Other
      than administrative fees in the aggregate amount of $7,500 per month and
      reimbursable out-of-pocket expenses payable to our officers and directors,
      no
      compensation or fees of any kind, including finders and consulting fees, will
      be
      paid to any of our initial stockholders, officers or directors who owned our
      common stock prior to our IPO, or to any of their respective affiliates for
      services rendered to us prior to or with respect to the business
      combination.




All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable than are available
      from
      unaffiliated third parties and such transactions or loans, including any
      forgiveness of loans, will require prior approval in each instance by a majority
      of our uninterested “independent” directors (to the extent we have any) or the
      members of our board who do not have an interest in the transaction, in either
      case who had access, at our expense, to our attorneys or independent legal
      counsel.  In
      addition, our management will gather pricing information, estimates or fairness
      opinions from unaffiliated third parties with respect to similar transactions
      undertaken by us.





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




The
      firm
      of Marcum & Kleigman LLP acts as our principal accountant. The following is
      a summary of fees paid to our principal accountant for services
      rendered.





**Audit
      Fees**





During
      the fiscal year ended December 31, 2005, the fees for our principal accountant
      were $87,500 in connection with our initial public offering (financial
      statements included in the Form S-1 and Current Report on Form 8-K filed with
      the Securities and Exchange Commission on November 1, 2005) and the review
      of
      our Quarterly Report on Form 10-Q for the quarter ended September 30,
      2005.





**Audit
      Related Fees**





During
      2005, our principal accountant did not render assurance and related services
      reasonably related to the performance of the audit or review of financial
      statements.





**Tax
      Fees**





During
      2005, our principal accountant did not render services to us for tax compliance,
      tax advice and tax planning.





43


**All
      Other Fees**





During
      2005, there were no fees billed for products and services provided by the
      principal accountant other than those set forth above.





**Audit
      Committee Approval**





We
      currently do not have an audit committee. Our Board of Directors approved the
      engagement of Marcum & Kleigman LLP as our independent registered public
      accounting firm in a meeting held on March 20, 2006.





44







**PART
      IV**  ****




**Item
      15.** **Exhibits
      and Financial Statement Schedules**




**(a)**
              **Financial
                  Statements.**


Our
      financial statements as set forth in the Index to Financial Statements attached
      hereto commencing on page F-1 are hereby incorporated by
      reference.




**(b)**
              **Exhibits.**


The
      following exhibits, which are numbered in accordance with Item 601 of
      Regulation S-K, are filed herewith or, as noted, incorporated by reference
      herein:




**Exhibit**
              **Number**
            
            **Exhibit
                Description**





2.1
            
            Agreement
                and Plan of Merger, dated as of January 26, 2006, by and among the
                Company, Tandem Energy Holdings, Inc. and PER Acquisition Corp.
                (1)3.1
            
            Amended
                and Restated Certificate of Incorporation (2)3.2
            
            By-laws(2)4.1
            
            Specimen
                Unit Certificate (2)4.2
            
            Specimen
                Common Stock Certificate (2)4.3
            
            Specimen
                Warrant Certificate (2)4.4
            
            Warrant
                Agreement between American Stock Transfer & Trust Company and the
                Company (2)4.5
            
            Form
                of Unit Purchase Option to be granted to Representatives
                (2)10.1
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Mark Nordlicht
                (2)10.2
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Barry Kostiner
                (2)10.3
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and William C.
                Glass
                (2)10.4
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Richard Geyser
                (2)10.5
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James E. Bashaw
                (2)10.6
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James H. Dorman
                (2)10.7
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Albert Helmig
                (2)10.8
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Jim L. Troxel
                (2)10.9
            
            Investment
                Management Trust Agreement between American Stock Transfer & Trust
                Company and the Company (2)10.10
            
            Stock
                Escrow Agreement between the Company, American Stock Transfer & Trust
                Company and the certain initial stockholders of the Company
                (2)10.11
            
            Services
                Agreement between Platinum Partners Value Arbitrage, L.P. and the
                Company
                (2)10.12
            
            Form
                of Registration Rights Agreement among the Company and certain initial
                stockholders of the Company (2)10.13
            
            Letter
                Agreement, dated as of January 26, 2006, between the Company and
                Lance
                Duncan (1)14
            
            Code
                of Conduct and Ethics filed herewith21
            
            Subsidiaries
                of the Company filed herewith24
            
            Power
                of Attorney (set forth on signature page)31.1
            
            Certification
                of Principal Executive Officer under Section 302 of the Sarbanes-Oxley
                Act
                of 2002 filed herewith31.2
            
            Certification
                of Principal Financial Officer under Section 302 of the Sarbanes-Oxley
                Act
                of 2002 filed herewith32.1
            
            Certification
                under Section 906 of the Sarbanes-Oxley Act of 2002 filed
                herewith


——————


(1)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      February 1, 2006


(2)
      Incorporation by reference to the Company’s Registration Statement on Form S-1,
      as amended (Registration No. 333-125687)




45


**SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of 1934, the Registrant has duly caused this report to be signed on its behalf
        by the undersigned, thereunto duly authorized.
  PLATINUM
                  ENERGY RESOURCES, INC.By:
              /s/ Mark
                NordlichtMark
                NordlichtChairman
                  of the Board
  Date:
          March 24, 2006
  ____________________
  **POWER
        OF ATTORNEY**
 
 The
        registrant and each person whose signature appears below hereby appoint Mark
        Nordlicht and Barry Kostiner as attorneys-in-fact with full power of
        substitution, severally, to execute in the name and on behalf of the registrant
        and each such person, individually and in each capacity stated below, one
        or
        more amendments to the annual report which amendments may make such changes
        in
        the report as the attorney-in-fact acting deems appropriate and to file any
        such
        amendment to the report with the Securities and Exchange
        Commission.
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the dates indicated.
  Signature
              
              Title
              
              Date/s/
                  Mark NordlichtMark
                  Nordlicht
              
              Chairman
                  of the Board (Principal Executive and Financial and Accounting
                  Officer)
                  and Director
              
              March
                  24, 2006/s/
                  Barry KostinerBarry
                  Kostiner
              
              Chief
                  Executive Officer, Secretary and Director
              
              March
                  24, 2006/s/
                  William C. GlassWilliam
                  C. Glass
              
              President
                  and Director
              
              March
                  24, 2006/s/
                  James E. Bashaw
              
              Director
              
              March
                  24, 2006James
                  E. Bashaw/s/
                  Albert Helmig
              
              Director
              
              March
                  24, 2006Albert
                  Helmig
  46





**PLATINUM
      ENERGY RESOURCES, INC.**




**INDEX
      TO FINANCIAL STATEMENTS**




Report
                of Independent Registered Public Accounting Firm
            
            
            F-2Financial
                Statements:Balance
                Sheet, December 31, 2005
            
            
            F-3Statement
                of Operations, for the period frominception
                (April 25, 2005) to December 31, 2005
            
            
            F-4Statement
                of Stockholders’ Equity, for theperiod
                from inception (April 25, 2005) to December 31, 2005
            
            
            F-5Statement
                of Cash Flows, for the period frominception
                (April 25, 2005) through December 31, 2005
            
            
            F-6Notes
                to Financial Statements
            
            
            F-7
                to F-12




F-1




**Report
          of Independent Registered Public Accounting Firm**
  To
          the
          Board of Directors
 Platinum
          Energy Resources, Inc.
  We
          have
          audited the accompanying balance sheet of Platinum Energy Resources, Inc.
          (a
          development stage enterprise) (the “Company”) as of December 31, 2005, and the
          related statements of operations, changes in stockholders’ equity, and cash
          flows for the period April 25, 2005 (inception) to December 31, 2005. These
          financial statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audit.
  We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion **.** An
          audit
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the financial statements, assessing the accounting principles
          used and significant estimates made by management, as well as evaluating
          the
          overall financial statement presentation. We believe that our audit provided
          a
          reasonable basis for our opinion.
  In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Platinum Energy Resources,
          Inc. (a
          development stage enterprise) as of December 31, 2005, and the results
          of its
          operations and its cash flows for the period April 25, 2005 (inception) to
          December 31, 2005 in conformity with generally accepted accounting principles
          (United States of America).
  /s/
          Marcum & Kliegman LLP
 New
          York,
          New York
 February
          17, 2006
  F-2
  **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
  **BALANCE
          SHEET**
 **December
          31, 2005**
  **ASSETS**Current
                    AssetsCash
                
                $
                902,498Cash
                    held in trust
                
                
                105,884,102Prepaid
                    expenses and other current assets
                
                
                118,711Total
                    Current Assets
                
                $
                106,905,311Current
                    LiabilitiesAccrued
                    expenses
                
                $
                87,795Due
                    to related party
                
                
                16,875Income
                    taxes payable
                
                
                28,100Total
                    Current Liabilities
                
                
                132,770Common
                    stock, subject to possible redemption, 2,878,560 shares at conversion
                    value
                
                
                21,071,059**Commitments****LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**Stockholders’
                    EquityPreferred
                    stock, $.0001 par value; 1,000,000 shares authorized, -0- issued
                
                
                --Common
                    stock, $.0001 par value; 75,000,000 shares authorized, 18,000,000
                    shares
                    (which includes 2,878,560 subject to possible conversion) issued
                    and
                    outstanding
                
                
                1,800Additional
                    paid-in capital
                
                
                85,423,954Earnings
                    accumulated during the development stage
                
                
                275,728**Total
                    Stockholders’ Equity**
                
                
                85,701,482**Total
                    Liabilities and Stockholders’ Equity**
                
                $
                106,905,311
 
  **The
          accompanying notes are an integral part of these financial
          statements.**
  F-3
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
  **STATEMENT
          OF OPERATIONS**
 **PERIOD
          FROM APRIL 25, 2005 (INCEPTION) TO DECEMBER 31, 2005**
  Operating
                    Expenses:Administrative
                    cost allowance - related party
                
                $
                16,875Marketing,
                    general and administrative expenses
                
                
                150,399Total
                    operating expenses
                
                
                167,274Other
                    Income (Expense):Interest
                    income
                
                
                476,102Interest
                    expense - stockholder
                
                
                (5,000
                )Total
                    other income (expense)
                
                
                471,102Net
                    income before income taxes
                
                
                303,828Provision
                    for income taxes
                
                
                28,100Net
                    income
                
                $
                275,728Weighted
                    Average Shares Outstanding
                
                
                7,286,400Net
                    Income Per Share
                
                $
                .04
 
 **The
          accompanying notes are an integral part of these financial
          statements.**
  F-4
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
  **STATEMENT
          OF CHANGES IN STOCKHOLDERS’ EQUITY**
 **FOR
          THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO DECEMBER 31,
          2005**
  **Common
                      stock****Shares**
                  
                  **Amount**
                  
                  **Additional
                      paid-in capital**
                  
                  **Earnings**
                    **Accumulated**
                    **during
                      the**
                    **development
                      stage**
                  
                  **Total**
                    **stockholders’
                      equity**Common
                      shares issued to founders for cash, May 6, 2005 at $.0077 per
                      share
                  
                  
                  3,250,000
                  
                  $
                  325
                  
                  $
                  24,675
                  
                  $
                  —
                  
                  $
                  25,000Retroactive
                      effect of common stock dividend, declared September 23,
                      2005
                  
                  
                  1,250,000
                  
                  
                  125
                  
                  
                  (125
                  )
                  
                  —
                  
                  
                  —Retroactive
                      effect of four-for-five reverse split effected October 21,
                      2005
                  
                  
                  (900,000
                  )
                  
                  (90
                  )
                  
                  (90
                  )
                  
                  —
                  
                  
                  —Sale
                      of 14,400,000 units, net of underwriters’ discount and offering expenses
                      (includes 2,878,560 shares subject to possible conversion)
                  
                  
                  14,400,000
                  
                  
                  1,440
                  
                  
                  106,470,273
                  
                  
                  —
                  
                  
                  106,471,713Proceeds
                      subject to possible conversion of 2,878,560 shares
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (21,071,059
                  )
                  
                  —
                  
                  
                  (21,071,059
                  )Proceeds
                      from issuance of option
                  
                  
                  —
                  
                  
                  —
                  
                  
                  100
                  
                  
                  —
                  
                  
                  100Net
                      income
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  275,728
                  
                  
                  275,728Balance
                      at December 31, 2005
                  
                  
                  18,000,000
                  
                  $
                  1,800
                  
                  $
                  85,423,954
                  
                  $
                  275,728
                  
                  $
                  85,701,482
  **The
          accompanying notes are an integral part of these financial statements.**
  F-5
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 
 **STATEMENT
          OF CASH FLOWS**
 **PERIOD
          FROM APRIL 25, 2005 (INCEPTION) TO DECEMBER 31, 2005**
 
 **Cash
                    Flows From Operating Activities**Net
                    income
                
                $
                275,728Adjustments
                    to reconcile net income to net cash used in operating activities:Changes
                    in operating assets and liabilities:Accumulated
                    interest on cash held in trust
                
                
                (476,102
                )Prepaid
                    expenses and other current assets
                
                
                (118,711
                )Accrued
                    expenses
                
                
                87,795Due
                    to related party
                
                
                16,875Income
                    taxes payable
                
                
                28,100**Net
                    cash used in operating activities**
                
                
                (186,315
                )**Cash
                    Flows From Investing Activities**Cash
                    held in Trust Fund
                
                
                (105,408,000
                )**Net
                    cash used in investing activities**
                
                
                (105,408,000
                )**Cash
                    Flows From Financing Activities**Proceeds
                    from the sale of common stock
                
                
                25,000Proceeds
                    from note payable-stockholder
                
                
                180,000Repayment
                    of note payable-stockholder
                
                
                (180,000
                )Gross
                    proceeds of public offering
                
                
                115,200,000Payments
                    of costs of public offering
                
                
                (8,728,287
                )Proceeds
                    from issuance of underwriter’s stock option
                
                
                100**Net
                    cash provided by financing activities**
                
                
                106,496,813**Net
                    Increase in Cash**
                
                
                902,498**Cash
                    - Beginning of the Period**
                
                
                --**Cash
                    - End of Period**
                
                $
                902,498SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATIONCash
                    paid during the period for:Interest
                
                $
                5,000Income
                    taxes
                
                $
                --
 
 **The
          accompanying notes are an integral part of these financial
          statements.**
 F-6
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
          1 - Organization, Business and Operations**
  Platinum
          Energy Resources, Inc. (a development stage enterprise) (the “Company”) was
          incorporated in Delaware on April 25, 2005 as a blank check company with
          the objective of acquiring an operating business in the energy
          industry.
  All
          activities for the period April 25, 2005 (inception) through December 31,
          2005
          relate to the Company’s formation, the completion of the public offering
          described below and searching for a suitable candidate for a Business
          Combination, as defined below. The
          Company selected December 31 as its year-end.
  The
          registration statement of the Company’s initial public offering (“Offering”) was
          declared effective on October 24, 2005. The Company consummated the Offering
          on
          October 28, 2005 and received net proceeds of approximately $106,472,000.
          See
          Note 3 for a complete discussion. The Company’s management has broad discretion
          with respect to the specific application of the net proceeds of the Offering,
          although substantially all of the net proceeds of the Offering are intended
          to
          be generally applied toward consummating a business combination with an
          operating business in the global oil and gas energy and production industry
          (“Business Combination”). There is no assurance that the Company will be able to
          successfully affect a Business Combination. An amount of $105,408,000 of
          the net
          proceeds plus interest earned is being held in a trust account (“Trust Account”)
          and invested in United States Treasury Bills having a maturity of 180 days
          or
          less or in money market funds meeting certain conditions under Rule 2a-7
          promulgated under the Investment Company Act of 1940 until the earlier
          of the
          consummation of its first Business Combination or liquidation of the Company.
          The Company’s first Business Combination must be with a target business or
          businesses whose collective fair market value would be at least equal to
          80% of
          the Company’s net assets at the time of such acquisition. The remaining net
          proceeds (not held in the Trust Account) may be used to pay for business,
          legal
          and accounting due diligence on prospective acquisitions and continuing
          general
          and administrative expenses. The Company, after signing a definitive agreement
          for the acquisition of a target business, will submit such transaction
          for
          stockholder approval. In the event that stockholders owning 20% or more
          of the
          shares sold in the Offering vote against the Business Combination and exercise
          their conversion rights described below, the Business Combination will
          not be
          consummated. All of the Company’s stockholders prior to the Offering, including
          all of the officers and directors of the Company (“Founding Stockholders”), have
          agreed to vote their 3,600,000 founding shares of common stock in accordance
          with the vote of the majority in interest of all other stockholders of
          the
          Company (“Public Stockholders”) with respect to any Business Combination. After
          consummation of a Business Combination, these voting safeguards will no
          longer
          be applicable. See Note 8, “Subsequent Events - Merger Agreement,” for a
          discussion of a definitive Agreement and Plan of Merger entered into subsequent
          to December 31, 2005.
  With
          respect to a Business Combination that is approved and consummated, any
          Public
          Stockholder who voted against the Business Combination may demand that
          the
          Company convert his or her shares. The per share conversion price will
          equal the
          amount in the Trust Account, calculated as of two business days prior to
          the
          consummation of the proposed Business Combination, divided by the number
          of
          shares of common stock held by Public Stockholders at the consummation
          of the
          Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate
          number of shares owned by all Public Stockholders may seek conversion of
          their
          shares in the event of a Business Combination. Such Public Stockholders
          are
          entitled to receive their per-share interest in the Trust Account computed
          without regard to the shares held by Founding Stockholders.
  The
          Company’s Certificate of Incorporation provides for mandatory liquidation of the
          Company in the event that the Company does not consummate a Business Combination
          within 18 months from the date of the consummation of the Offering (October
          28,
          2005), or 24 months from the consummation of the Offering if certain extension
          criteria have been satisfied. In the event of liquidation, it is likely
          that the
          per share value of the residual assets remaining available for distribution
          (including Trust Fund assets) will be less than the initial public offering
          price per share in the Offering (assuming no value is attributed to the
          Warrants
          contained in the Units to be offered in the Offering discussed in
          Note 3).
  F-7
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
          2 - Summary of Significant Accounting Policies**
  *Income
          Taxes*
  Deferred
          income taxes are provided for the differences between the bases of assets
          and
          liabilities for financial reporting and income tax purposes. A valuation
          allowance is established when necessary to reduce deferred tax assets to
          the
          amount expected to be realized.
  *Income* *Per
          Share*
  Income
          per share is computed by dividing net income by the weighted-average number
          of
          shares of common stock outstanding during the period. The warrants outstanding
          were not considered in the calculation since they are not exercisable as
          of
          December 31, 2005.
  *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 the reported amounts of assets and
          liabilities and 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.
  Management
          does not believe that any recently issued, but not yet effective accounting
          standards, if currently adopted, would have a material effect on the
          accompanying financial statements.
  *Concentration
          of Risk*
  At
          December 31, 2005, the Company has cash balances in banks in excess of
          the
          maximum amount insured by the FDIC.
  **NOTE
          3 - Initial Public Offering**
  On
          October 28, 2005, the Company sold to the public 14,400,000 units (“Units”) at
          an offering price of $8.00 per Unit. Each Unit consists of one share of
          the
          Company’s common stock, $.0001 par value, and one Redeemable Common Stock
          Purchase Warrant (“Warrants”). Each Warrant entitles the holder to purchase from
          the Company one share of common stock at an exercise price of $6.00 commencing
          the later of the completion of a Business Combination with a target business
          or
          one year from the effective date of the Offering and expiring four years
          from
          the effective date of the Offering. The Warrants will be redeemable, in
          whole or
          in part, upon written consent of the representative of the underwriters,
          at a
          price of $.01 per Warrant upon thirty (30) days notice after the Warrants
          become
          exercisable, only in the event that the last sale price of the common stock
          is
          at least $11.50 per share for any twenty (20) trading days within a thirty
          (30)
          trading day period ending on the third day prior to the date on which notice
          of
          redemption is given. Separate trading of the common stock and Warrants
          comprising the Units commenced on or about December 9, 2005. An additional
          2,160,000 Units could have been sold for over-allotments in the 45-day
          period
          after the closing date of October 28, 2005. No over-allotment Units were
          sold.
  In
          connection with the Offering, the Company issued an option, for $100, to
          the
          representative of the underwriters to purchase up to 720,000 Units at an
          exercise price of $10 per Unit. The Units issuable upon exercise of this
          option
          are identical to those described in the preceding paragraph, except that
          the
          warrants underlying the Units will be exercisable at $7.50 per share. This
          option is exercisable at $10.00 per Unit commencing on the later of the
          consummation of a Business Combination and one year from the date of the
          prospectus relating to the Offering (October 24, 2005) and expiring five
          years
          from such date. The option may be exercised for cash or on a “cashless” basis,
          at the holder’s option, such that the holder may use
          the
          appreciated value of the option (the difference between the exercise prices
          of
          the option and the underlying Warrants and the market price of the Units
          and
          underlying securities) to exercise the option without the payment of any
          cash.
 
 F-8
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
          3 - Initial Public Offering (continued)**
  The
          option and the 720,000 units, the 720,000 shares of common stock and the
          720,000
          warrants underlying such units, and the 720,000 shares of common stock
          underlying such warrants, have been deemed compensation by the NASD and
          are
          therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the
          NASD
          Conduct Rules. Additionally, the option may not be sold, transferred, assigned,
          pledged or hypothecated for a one-year period (including the foregoing
          180-day
          period) following the date of the Offering prospectus (October 24, 2005).
          Although the purchase option and its underlying securities are intended
          to be
          registered under the registration statement relating to the Offering, the
          option
          grants to holders demand and “piggy back” rights for periods of five and seven
          years, respectively, from the date of the Offering with respect to the
          registration under the Securities Act of the securities directly and indirectly
          issuable upon exercise of the option. The Company would be obligated to
          bear all
          fees and expenses attendant to registering the securities, other than
          underwriting commissions, which will be paid for by the holders themselves.
  The
          exercise price and number of units issuable upon exercise of the option
          may be
          adjusted in certain circumstances including in the event of a stock dividend,
          or
          our recapitalization, reorganization, merger or consolidation. However,
          the
          option will not be adjusted for issuances of common stock at a price below
          its
          exercise price.
  The
          Company has accounted for the fair value of the option, inclusive of the
          receipt
          of the $100 cash payment, as an expense of the Offering resulting in a
          charge
          directly to stockholders’ equity. The Company estimates that the fair value of
          this option is approximately $ 2,412,000 ($.168 per Unit) using a Black-Scholes
          option-pricing model. The fair value of the option granted to the representative
          of the underwriters is estimated as of the date of grant using the following
          assumptions: (1) expected volatility of 49.65%, (2) risk-free interest
          rate of
          4.34%, (3) expected life of 5 years and (4) a dividend rate of
          zero.
  The
          volatility calculation of 49.65% is based on the 365-day average volatility
          of a
          representative sample of seven (7) companies with an average market
          capitalizations of $407 million, ranging from $309 million to
          $595 million, that Management believes are engaged in the oil and gas
          energy and production industry (the “Sample Companies”). Because the Company
          does not have a trading history, the Company needed to estimate the potential
          volatility of its common stock price, which will depend on a number of
          factors
          which cannot be ascertained at this time. The Company referred to the 365-day
          average volatility of the Sample Companies because Management believes
          that the
          average volatility of such companies is a reasonable benchmark to use in
          estimating the expected volatility of the Company’s common stock post-business
          combination. A one-year period was selected as being representative of
          the
          current environment and market valuations for companies in this sector.
          Although
          an expected life of five years was taken into account for purposes of assigning
          a fair value to the option, if the Company does not consummate a Business
          Combination within the prescribed time period and liquidates, the option
          would
          become worthless.
 
 **NOTE
          4 - Income Taxes**
  The
          provision for income taxes consists of current New Jersey state income
          taxes of
          $28,100.
  The
          effective tax rate differs from the statutory rate of 34% due principally
          to
          Federal tax free interest income approximating $476,000 and the effect
          of state
          income taxes.
  For
          Federal income tax purposes the Company has a net operating loss carry
          forward
          of $200,400, which expires in 2020. The net operating loss carry forward
          gives
          rise to a deferred tax asset approximating $61,400 against which the Company
          has
          recorded a full valuation allowance since management believes that based
          upon
          current available objective evidence there is no assurance that the deferred
          tax
          asset will be realized.
 
 F-9
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
          5 - Note Payable - Stockholder**
  The
          Company had balances of up to $180,000 during the period from April 25,
          2005
          (inception) from the proceeds of a note payable (4% annual interest rate)
          issued
          to Mark Nordlicht, an officer, director and stockholder of the Company.
          The note
          and interest expense were paid after the proceeds of the Offering were
          received
          on October 28, 2005.
  **NOTE
          6 - Commitments**
  As
          of
          December 31, 2005, the Company occupied office space provided by an
          affiliate of a Founding Stockholder. Such affiliate agreed that, until the
          acquisition of a target business by the Company, it would make such office
          space, as well as certain administrative and secretarial services, available
          to
          the Company, as may be required by the Company from time to time. The Company
          has agreed to pay such affiliate $7,500 per month for such office space
          and
          services commencing on the effective date of the Offering. As of December
          31,
          2005, $16,875 has been accrued with respect to this arrangement. Upon completion
          of a Business Combination or the distribution of the trust account to the
          public
          stockholders, the Company will no longer be required to pay this monthly
          fee.
  In
          October 2005, the Company entered into a sublease for office space expiring
          April 2009 at the rate of $2,844 per month. The agreement provided that
          the
          Company, at its option may cancel the sublease effective, November 2006,
          and
          that the sublessor could request that the Company vacate the premises on
          60 days
          advance notice. On February 13, 2006, the parties entered into a termination
          agreement pursuant to which advanced rent and a security deposit aggregating
          $17,063, included in prepaid expenses and other current assets on the balance
          sheet, were refunded to the Company.
 
 The
          Company has engaged Casimir Capital LP (“CCLP”), the representative of the
          underwriters, on a non-exclusive basis, as its agent for the solicitation
          of the
          exercise of the warrants. To the extent not inconsistent with the guidelines
          of
          the NASD and the rules and regulations of the SEC, the Company has agreed
          to pay
          the CCLP for bona fide services rendered, a commission equal to 5% of the
          exercise price for each warrant exercised more than one year after the
          date of
          the Offering if the exercise was solicited by the underwriters. In addition
          to
          soliciting, either orally or in writing, the exercise of the warrants,
          the
          representative’s services may also include disseminating information, either
          orally or in writing, to warrant holders about the Company or the market
          for its
          securities, and assisting in the processing of the exercise of the warrants.
          No
          compensation will be paid to the representative upon the exercise of the
          warrants if:
  ·
                the
                    market price of the underlying shares of common stock is lower
                    than the
                    exercise price;
 ·
                  the
                      holder of the warrants has not confirmed in writing that the
                      underwriters
                      solicited the exercise;
 ·
                  the
                      warrants are held in a discretionary
                      account;
 ·
                  the
                      warrants are exercised in an unsolicited transaction;
                      or
 ·
                  the
                      arrangement to pay the commission is not disclosed in the prospectus
                      provided to warrant holders at the time of
                      exercise.
  **NOTE
          7 - Preferred Stock**
  The
          Company is authorized to issue 1,000,000 shares of preferred stock with
          such
          designations, voting and other rights and preferences as may be determined
          from
          time to time by the Board of Directors.
 
 F-10
 
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 
 **NOTE
          8 - Common Stock**
  Effective
          September 23, 2005, the Board of Directors approved a common stock dividend
          of
          .3846153 common shares for each one common share held. This resulted in
          the
          issuance of an additional 1,250,000 common shares. In addition, a four-for-five
          reverse stock split was approved by the Board of Directors on October 21,
          2005,
          which resulted in a reduction of 900,000 issued and outstanding common
          shares.
          These transactions have been given retroactive effect in the accompanying
          financial statements.
  At
          December 31, 2005, 15,840,000 shares of common stock were reserved for
          issuance
          upon exercise of Warrants and the underwriters’ unit purchase
          option.
 
 **NOTE
          9 - Subsequent Events**
 
 **Merger
          Agreement**
 
 On
          January 26, 2006, the Company, and its wholly-owned subsidiary, PER Acquisition
          Corp., a Delaware corporation (“Acquisition Sub”) (formed in January 2006) ,
          entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
          with Tandem Energy Holdings Inc., a Nevada corporation (“Tandem”), pursuant to
          which, subject to satisfaction of the conditions contained in the Merger
          Agreement, Acquisition Sub will merge with and into Tandem (the “Merger”). At
          the effective time of the Merger (the “Effective Time”), Tandem will be the
          surviving corporation and will become a wholly-owned subsidiary of the
          Company.
 
 Pursuant
          to the merger agreement, current stockholders of Tandem will receive, in
          the
          aggregate, approximately $102 million in cash less the amount required
          to retire
          the indebtedness of Tandem and its subsidiaries of approximately $42.5
          million.  More specifically, at the Effective Time and as a result of the
          Merger, holders of the outstanding Tandem common stock are to receive $2.53
          per
          share. However, certain directors and officers of Tandem, who in the aggregate
          own approximately 85% of the outstanding Tandem common stock have waived
          their
          right to receive $0.40 of such consideration and have elected to receive
          only
          $2.13 per share. The waived amounts will be added to the amounts to be
          received
          by stockholders who purchased their shares directly from Tandem or in the
          open
          market. Accordingly, such stockholders will receive an aggregate of $4.50
          per
          share.
 
 On
          January 26, 2006, the Company provided to Tandem a performance deposit
          of
          $500,000 which will be applied toward the payment of the purchase price
          upon
          closing. The performance deposit would be forfeited in the event the Merger
          Agreement is terminated for any reason other than a material breach of
          the terms
          of the Merger Agreement by Tandem. The merger agreement further contemplates
          the
          reimbursement, at closing, of Tandem by the Company for all capital and
          workover-related costs for the period from January 1, 2006 through the
          closing
          in an amount not to exceed an average of $700,000 per month.  Additionally,
          the merger agreement requires Tandem to have working capital of at least
          $5
          million at closing (including its rights to unpaid reimbursements of capital
          and
          workover-related costs) with any shortfall to be covered by certain of
          Tandem’s
          stockholders who executed the merger agreement and any excess to be paid
          to such
          stockholders.
  The
          closing of the Merger is subject to various closing conditions, including
          the
          filing of a proxy statement with the U.S. Securities and Exchange Commission,
          approval of the Merger Agreement by the stockholders of the Company and
          Tandem
          and the satisfaction or waiver of other customary conditions. In addition,
          the
          closing is conditioned on holders of less than twenty percent (20%) of
          the
          shares of the Company common stock issued in the offering voting against
          the
          Merger and electing to convert their shares of the Company common stock
          into
          cash, as permitted by the Company certificate of incorporation. The Company’s
          initial shareholders, officers and directors, who hold approximately 20%
          of the
          Company’s voting stock, have agreed to vote their shares on the Merger in
          accordance with the vote of the majority of the non-affiliated Public
          Stockholders. Certain officers and directors of Tandem, holding approximately
          75% of the outstanding shares of Tandem common stock have agreed to vote
          in
          favor of the Merger. Accordingly, Tandem stockholder approval is assured.
          If
          approved by the Company’s stockholders, the transaction is expected to close in
          the second quarter of 2006.
 
 F-11
 
 **PLATINUM
          ENERGY RESOURCES, INC.**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
          9 - Subsequent Events - (continued)**
 
 The
          Company and Tandem have made customary representations and warranties and
          covenants in the Merger Agreement. In addition, Tandem has agreed not to
          solicit
          proposals related to alternative business combination transactions or enter
          into
          discussions concerning or to provide information in connection with alternative
          business combination transactions. The Company
          has agreed not to enter into any agreement to acquire any oil and gas interest
          that would require a closing prior to the closing of the Merger.
 
 The
          Merger Agreement contains certain termination rights for both the Company
          and
          Tandem, including, subject to certain limited exceptions, the ability for
          the
          Company to terminate the Merger Agreement prior to closing in the event
          it is
          not satisfied or believes in its sole judgment that it will not be satisfied
          with the results of its due diligence investigation.
 
 In
          connection with the Merger Agreement:
 
 (a)
          The
          Company retained C.K. Cooper & Company, Inc., an investment banking firm, to
          provide a fairness opinion as to whether the merger consideration is fair,
          from
          a financial point of view, to the Company’s stockholders and that the fair value
          of Tandem is at least equal to 80% of the Company’s net assets. The Company paid
          $50,000 upon execution of the agreement and is obligated for an additional
          payment of $30,000 upon closing of the merger transaction.
  (b)
          In
          connection with the Merger Agreement, the Company entered into a letter
          agreement with Mr. Lance Duncan, one of the original founders of Tandem
          who had
          been given limited authority by Tandem management to act on its behalf. 
Pursuant to the letter agreement, the Company agreed to pay Mr. Duncan
          a
          broker’s fee of $3.0 million at the consummation of the Merger for services
          rendered in connection with the Merger, including introduction of the parties,
          facilitation of the negotiations among the parties and rescission and
          cancellation of all of Mr. Duncan’s and his affiliate’s common stock holdings in
          Tandem.  Pursuant to the letter agreement, the Company has also agreed to
          issue to Mr. Duncan over an 18-month period following the consummation
          of the
          Merger restricted shares of the Company’s common stock valued at $5.0 million in
          consideration of continued consulting services.
  (c)
            Tandem believes that a substantial number of shares of Tandem common
            stock issued by one of the prior shell corporations
            may have been invalidly issued but could
            result in claims
            against the Company upon consummation of the Merger. These shares are
            not
            included in the outstanding shares of Tandem. Management believes that
            the indemnification
            obligations of certain of the stockholders of Tandem under the Merger Agreement
            would address such claims, if made, however, no amounts are held in escrow to
            support such indemnification obligations.
 **Sublease
          arrangement**
 
 In
          February 2006, the Company entered into an operating facilities sublease
          arrangement in New Jersey. The term of the sublease commences on March
          1, 2006
          and expires February 28, 2009, subject to earlier termination. The Company
          may
          terminate the sublease without penalty within a year of the commencement
          date by
          providing the sublessor two months’ prior written notice. Prior to the first
          anniversary of the commencement date, the sublessor may give notice to
          the
          Company that it has found an alternative tenant, at which point the Company
          has
          10 days to elect to continue the sublease for the full term or vacate within
          two
          months. Gross rent, including annual escalations and electric charge,
          approximated $20,000 for each year of the three year lease term, subject
          to
          earlier termination as described.





F-12




**Index
      to Exhibits**




2.1
            
            Agreement
                and Plan of Merger, dated as of January 26, 2006, by and among the
                Company, Tandem Energy Holdings, Inc. and PER Acquisition Corp.
                (1)3.1
            
            Amended
                and Restated Certificate of Incorporation (2)3.2
            
            By-laws(2)4.1
            
            Specimen
                Unit Certificate (2)4.2
            
            Specimen
                Common Stock Certificate (2)4.3
            
            Specimen
                Warrant Certificate (2)4.4
            
            Warrant
                Agreement between American Stock Transfer & Trust Company and the
                Company (2)4.5
            
            Form
                of Unit Purchase Option to be granted to Representatives
                (2)10.1
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Mark Nordlicht
                (2)10.2
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Barry Kostiner
                (2)10.3
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and William C.
                Glass
                (2)10.4
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Richard Geyser
                (2)10.5
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James E. Bashaw
                (2)10.6
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James H. Dorman
                (2)10.7
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Albert Helmig
                (2)10.8
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Jim L. Troxel
                (2)10.9
            
            Investment
                Management Trust Agreement between American Stock Transfer & Trust
                Company and the Company (2)10.10
            
            Stock
                Escrow Agreement between the Company, American Stock Transfer & Trust
                Company and certain initial stockholders of the Company
                (2)10.11
            
            Services
                Agreement between Platinum Partners Value Arbitrage, L.P. and the
                Company
                (2)10.12
            
            Form
                of Registration Rights Agreement among the Company and the Initial
                Stockholders (2)10.13
            
            Letter
                Agreement, dated as of January 26, 2006, between the Company and
                Lance
                Duncan (1)14
            
            Code
                of Conduct and Ethics filed herewith21
            
            Subsidiaries
                of the Company filed herewith24
            
            Power
                of Attorney (set forth on signature page)31.1
            
            Certification
                of Principal Executive Officer under Section 302 of the Sarbanes-Oxley
                Act
                of 2002 filed herewith31.2
            
            Certification
                of Principal Financial Officer under Section 302 of the Sarbanes-Oxley
                Act
                of 2002 filed herewith32.1
            
            Certification
                under Section 906 of the Sarbanes-Oxley Act of 2002 filed
                herewith


——————


(1)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      February 1, 2006


(2)
      Incorporation by reference to the Company’s Registration Statement on Form S-1,
      as amended (Registration No. 333-125687)




E-1