**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 fiscal year ended December 31, 2006**





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





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




**Commission
      file 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 o**    **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 o**    **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
      o**





**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. x**





**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 o**   **Accelerated
      filer x**   **Non-accelerated
      filer o**





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





**As
      of March 12, 2007, the aggregate market value of the registrant’s common stock
      held by non-affiliates of the registrant was $91,344,003 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 12, 2007****Common
                Stock, $0.0001 par value per share**
            
            **18,000,000
                shares**





**DOCUMENTS
      INCORPORATED BY REFERENCE**





**List
      hereunder the following documents if incorporated by reference and the Part
      of
      the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
      incorporated: (1) Any annual report to security holders; (2) Any proxy or
      information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
      or
      (c) under the Securities Act of 1933. The listed documents should be clearly
      described for identification purposes (e.g., annual report to security holders
      for fiscal year ended December 24, 1980).**





**None**











**PART
      I**





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




**Introduction**




Platinum
      Energy Resources, Inc. (“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 unidentified U.S. or international operating businesses in the global
      oil
      and gas exploration and production (“E&P”) industry.




At
      December 31, 2006, Platinum had not yet commenced any commercial operations.
      All
      activities for the fiscal year ended December 31, 2006 relate to the Company’s
      identification of prospective business combinations and the proposed acquisition
      of the assets of Tandem Energy Corporation, a Colorado corporation (“TEC”). TEC
      is an independent oil and gas E&P company headquartered in Midland Texas and
      a wholly-owned subsidiary of Tandem Energy Holdings, Inc., a Nevada corporation
      (“Tandem”). Currently, Tandem, through its wholly-owned subsidiary, TEC,
      operates oil fields in Texas and New Mexico.




Our
      executive offices are located at 25 Phillips Parkway, Montvale, New Jersey
      07645
      and our telephone number is 212-581-2401. Our website is www.platenergy.com.
      We
      make available through our website free of charge materials that we file with
      or
      furnish to the Securities and Exchange Commission as soon as reasonably
      practicable after we electronically file such materials with, or furnish them
      to, the SEC. We will also provide electronic or paper copies of such materials
      free of charge upon request.





**Description
      of Business**




On
      October 28, 2005, Platinum
      consummated an initial public offering (the “IPO”) of its equity securities from
      which it derived net proceeds of $106,472,000. The Platinum common stock,
      warrants to purchase common stock and units (each unit consisting of one share
      of common stock and one warrant to purchase one share of common stock) are
      quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbols PGRI
      for the common stock, PGRIW for the warrants and PGRIU for the units. Of the
      net
      proceeds of the IPO, $105,408,000 were placed in a trust account. The balance
      of
      the net proceeds of the IPO, not held in trust, or $1,064,000, became available
      to be used by Platinum to pay the expenses incurred in its pursuit of a business
      combination. As of December 31, 2006, Platinum had used all funds available
      from
      net proceeds that were not initially deposited in the trust account. The funds
      held in the trust account will not be released until the earlier of the date
      on
      which we consummate a business combination or a liquidation of our
      assets.





**Recent
      Developments** ******





***TEC
      Asset Acquisition Agreement***




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”), which was amended on June 30, 2006 and July 31, 2006, pursuant to
      which, subject to satisfaction of the conditions contained in the merger
      agreement, our wholly-owned subsidiary, PER Acquisition Corp., would 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. The
      definitive merger agreement contemplated that the current stockholders of Tandem
      would receive, in the aggregate, approximately $102 million in cash, less the
      amount required to retire TEC’s indebtedness of approximately $42
      million.




1




Platinum,
      PER Acquisition Corp., and Tandem later restructured the previously announced
      merger into an asset acquisition as a result of certain obstacles to the merger.
      On October 4, 2006, Platinum, PER Acquisition Corp. and Tandem’s wholly-owned
      subsidiary, TEC, entered into an Asset Acquisition Agreement and Plan of
      Reorganization (the “Asset Acquisition Agreement” or the “Agreement”) , as
      amended on December 6, 2006, February 9, 2007 and March 29, 2007. Pursuant
      to
      this Agreement, Platinum will acquire substantially all of the assets and assume
      substantially all of the liabilities of TEC, including approximately $42 million
      of debt of TEC, which will be retired at closing, in exchange for the issuance
      of approximately eight million shares of Platinum common stock to TEC. The
      total
      number of shares to be received by TEC will be determined by dividing $60
      million by the per share cash value of Platinum’s IPO trust account, which is
      determined by dividing the amount held in trust by 14,400,000 (the number of
      shares issued in Platinum’s IPO). The per share cash value was $7.58 **** at
      December 31, 2006. After the consummation of the acquisition, TEC and its
      parent, Tandem, will liquidate and distribute the Platinum shares to Tandem’s
      stockholders. **** Within
      30
      days after receiving notice that the dissolution of TEC is complete and the
      shares of Platinum common stock issued to TEC in the asset acquisition have
      been
      transferred to Tandem, its sole stockholder, pursuant to an exemption from
      registration provided by Section 4(2) of the Securities Act, Platinum will
      file
      a registration statement to register such shares of Platinum common stock in
      connection with the distribution of such shares to Tandem stockholders upon
      the
      dissolution of Tandem. Platinum will use its best efforts to have the
      registration statement declared effective within 90 days after it is filed
      with
      the SEC. The closing of the TEC asset acquisition is subject to stockholder
      approval, as well as other standard closing conditions. See “ *Platinum
      Stockholder Approval of Asset Acquisition* ”
below.





For
      more
      complete information with respect to the proposed acquisition, including the
      risks applicable to us with respect to our asset acquisition with TEC, see
      Platinum’s Preliminary Proxy Statement filed with the SEC on February 14, 2007,
      which includes as Exhibit A the Asset Acquisition Agreement and Plan of
      Reorganization dated October 4, 2006, and the amendments thereto.





***Platinum
      Stockholder Approval of Asset Acquisition***





Platinum
      will proceed with the acquisition of substantially all of the assets and
      substantially all of the liabilities of TEC only if a majority of the shares
      of
      Platinum common stock issued in our IPO present in person at our special meeting
      or by proxy is voted in favor of the asset acquisition proposal; provided
      however, that if the holders of 20% or more of the shares of the common stock
      issued in the IPO vote against the asset acquisition and demand that Platinum
      convert their shares into a pro rata portion of Platinum’s trust account (as
      permitted by our certificate of incorporation), then the asset acquisition
      will
      not be consummated.




2




Platinum’s
      initial stockholders, who purchased their shares of common stock prior to its
      IPO and presently own an aggregate of approximately 20.3% of the outstanding
      shares of Platinum, have agreed to vote their common stock acquired prior to
      the
      IPO, equal to an aggregate of 20% of the outstanding shares of Platinum, on
      the
      asset acquisition proposal in accordance with the vote of holders of a majority
      of the outstanding shares of Platinum’s common stock issued in the IPO. Their
      remaining shares acquired by such parties in the IPO or afterwards may be voted
      however the holder chooses. Our initial stockholders have indicated that they
      will vote the after-acquired shares held by them in favor of the approval and
      authorization of the Asset Acquisition Agreement and the transactions
      contemplated thereby. See the section entitled “Beneficial Ownership of Platinum
      Securities” in Part III of this Annual Report on Form 10-K.





***Conversion
      Rights***





In
      accordance with our certificate of incorporation, at the time we seek
      stockholder approval of the TEC acquisition, we will offer each stockholder
      who
      purchased shares in our IPO the right to have such shares converted to cash
      if
      the stockholder votes against the business combination and the business
      combination is approved and completed. The actual per-share conversion price
      will be equal to the amount in the trust account, 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
      December 31, 2006, the per-share conversion price would have been $7.58, or
      $0.42 less than the per-unit offering price of $8.00. 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 the 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. 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 account will
      continue to have the right to exercise the warrants that they received as part
      of the units. We will not complete the TEC acquisition if the holders of 20%
      or
      more of the shares of the common stock issued in our IPO vote against the
      acquisition and exercise their conversion rights.





***Liquidation
      If No Business Combination*** ****





Platinum’s
      certificate of incorporation provides for mandatory liquidation of Platinum
      in
      the event that Platinum does not consummate a business combination within 18
      months from the date of consummation of its IPO, or 24 months from the
      consummation of the IPO if either a letter of intent, an agreement in principle
      or a definitive agreement to complete a business combination was executed but
      not consummated within such 18-month period. Such dates are April 28, 2007
      and
      October 28, 2007, respectively. Platinum signed a definitive asset acquisition
      agreement with TEC on October 4, 2006. As a result of having signed the asset
      acquisition agreement, Platinum satisfied the extension criteria and now has
      until October 28, 2007 to consummate the TEC asset acquisition. If Platinum
      does
      not consummate the TEC asset acquisition, Platinum will lose the extension
      to
      October 28, 2007 and will not have enough time to negotiate another business
      combination and again satisfy the extension criteria before April 28,
      2007.




3




If
      Platinum does not consummate the TEC asset acquisition by October 28, 2007,
      Platinum will be dissolved and will distribute to all of its stockholders who
      hold shares that were issued in the IPO, in proportion to their respective
      equity interests, an aggregate sum equal to the amount in the trust account,
      inclusive of any interest, plus any remaining net assets. Platinum’s
      stockholders who acquired their Platinum stock prior to Platinum’s IPO have
      waived their rights to participate in any liquidation distribution with respect
      to shares of common stock owned by them immediately prior to the IPO. There
      will
      be no distribution from the trust account with respect to Platinum’s
      warrants.





As
      of
      December 31, 2006, Platinum has expended all of the net proceeds of the IPO,
      other than the proceeds deposited in the trust account. Thus, the per share
      liquidation price as of December 31, 2006 would have been approximately $7.58,
      or $0.42 less than the per unit offering price of $8.00 in Platinum’s IPO. The
      proceeds deposited in the trust account could, however, become subject to the
      claims of Platinum’s creditors in a liquidation, which could be prior to the
      claims of our public stockholders. Accordingly, there is no assurance that
      the
      actual per share liquidation price will not be less than $7.58, due to those
      claims. Mark Nordlicht, our chairman of the board, and Barry Kostiner, our
      chief
      executive officer and a member of our board of directors, have agreed, in the
      event of a liquidation, to indemnify Platinum against losses, liabilities,
      claims, damages and expenses incurred as a result of any claim by any vendor
      who
      is owed money by Platinum for services or products to the extent necessary
      to
      ensure that such losses, liabilities or expenses do not reduce, the amount
      in
      the trust account.





In
      the
      event that Platinum is required to liquidate, the board would adopt a specific
      plan of dissolution and liquidation. The plan of dissolution would be submitted
      to the stockholders for approval. The submission of the plan for approval by
      the
      stockholders would require the filing of a proxy statement with the SEC which
      may be subject to review by the SEC. As such, the process from the adoption
      of
      the plan of dissolution and liquidation by the board until completion of the
      plan and distribution of funds to the stockholders could take up to two to
      four
      months, or possibly even longer.





We
      will
      not liquidate the trust account unless and until our stockholders approve a
      plan
      of dissolution and liquidation. Accordingly, the foregoing procedures could
      result in substantial delays in our liquidation and the distribution to our
      public stockholders of the funds in our trust account and any remaining net
      assets as part of our plan of dissolution and liquidation.





Under
      Sections 280 through 282 of the Delaware General Corporation Law, stockholders
      may be held liable for claims by third parties against a corporation to the
      extent of distributions received by them in a dissolution. Pursuant to Section
      280, if the corporation complies with certain procedures intended to ensure
      that
      it makes reasonable provision for all claims against it, including a 60 day
      notice period during which any third-party claims can be brought against the
      corporation, a 90 day period during which the corporation may reject any claims
      brought, and an additional 150 day waiting period before any liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. Although we will seek stockholder approval
      to liquidate the trust account to our public stockholders as part of our plan
      of
      dissolution and liquidation, we will seek to conclude this process as soon
      as
      possible and as a result do not intend to comply with those procedures.
      Accordingly, our stockholders could potentially be liable for any claims to
      the
      extent of distributions received by them in a dissolution and any liability
      of
      our stockholders may extend beyond the third anniversary of such dissolution.





4


***Duncan
      Agreement***





In
      connection with the proposed asset acquisition with TEC, on October 26, 2006,
      Platinum entered into a Finders Agreement with Mr. Lance Duncan pursuant to
      which Platinum will pay to Mr. Duncan, upon consummation of the asset
      acquisition, a finders fee of $3 million in cash in consideration for his
      introduction of TEC to Platinum. On October 26, 2006, Platinum also entered
      into
      a Consulting Agreement with Mr. Duncan pursuant to which Platinum engaged Mr.
      Duncan to provide consulting services to it. Pursuant to the Consulting
      Agreement, Platinum has offered to Mr. Duncan, contingent upon the closing
      of
      the asset acquisition, a total of 714,286 shares of restricted common stock
      of
      Platinum (representing approximately $5 million at a per share price of $7
      per
      share) to be issued in semi-annual installments over the eighteen-month term
      of
      the agreement beginning with the closing of the asset acquisition. This offer
      was made pursuant to an exemption from registration provided by Section 4(2)
      of
      the Securities Act.





**Competition**





If
      we
      succeed in effecting the asset acquisition with TEC, there will be intense
      competition from competitors of TEC in the oil and gas industry. For a more
      complete discussion of the risks that will be applicable to us following the
      asset acquisition with TEC, see our filings referred to above under “Recent
      Developments.” We cannot assure you that, subsequent to our asset acquisition ,
      we will have the resources or ability to compete effectively.





**Employees**





Platinum
      has five executive officers and five directors. These individuals are not
      obligated to contribute any specific number of hours per week and devote only
      as
      much time as they deem necessary to our affairs. Platinum does not intend to
      have any full time employees prior to the consummation of a business
      combination.





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





*In
      addition to other information included in this report, you should carefully
      consider all the risks relating to the proposed asset acquisition with TEC
      and
      our operations following the asset acquisition in our filings referred to above
      under “Recent Developments”. In addition, you should also consider the following
      risk factors in evaluating our business and future prospects.*





***If
      we are unable to complete the asset acquisition with TEC, we will not have
      enough time to negotiate and consummate another business combination and will
      be
      required to liquidate. In a liquidation, holders of our shares purchased in
      the
      IPO will receive less than the $8.00 per unit IPO offering
      price.***




If
      we are
      unable to complete the asset acquisition with TEC, we will not have enough
      time
      to negotiate and consummate another business combination. We will therefore
      be
      forced to liquidate our assets. If we are unable to complete a business
      combination and are forced to liquidate our assets, the per-share liquidation
      distribution will be less than the $8.00 per unit price that purchasers paid in
      our IPO because of the expenses of our IPO and our general and administrative
      expenses.




5




***There
      are significant obstacles to completing the asset acquisition with TEC and
      we
      cannot assure you that the deal will be consummated.***




The
      asset
      acquisition agreement that we entered into with TEC contains numerous conditions
      to closing, some or all of which we may not be able to satisfy, or are beyond
      our control. First, a majority of the shares of Platinum common stock issued
      in
      our IPO must vote in favor of the asset acquisition proposal; provided however,
      that if the holders of 20% or more of the shares of the common stock issued
      in
      the IPO vote against the asset acquisition and demand that Platinum convert
      their shares into a pro rata portion of Platinum’s trust account (as permitted
      by our certificate of incorporation), then the asset acquisition will not be
      consummated. There are other conditions contained in our agreement, including,
      among others:




·
            complying
                with the agreements, covenants and conditions set forth in the asset
                acquisition agreement; and


·
            subject
                to certain exceptions, the continued accuracy of our representations
                and
                warranties in the asset acquisition
                agreement.




We
      cannot
      be certain that we will obtain the necessary stockholder approval or that 20%
      or
      more of the holders of the IPO shares will not vote against the acquisition
      and
      opt to convert their shares, or that we and TEC will satisfy other closing
      conditions. Accordingly, we may be unable to complete the TEC asset acquisition
      in a timely manner and be forced to liquidate.





***If
      we are unable to effect the asset acquisition with TEC and are forced to
      liquidate, our warrants will expire worthless.***





If
      we do
      not complete the asset acquisition with TEC, we will be dissolved and will
      distribute to all holders of shares purchased in the IPO, in proportion to
      the
      number of IPO shares held by them, an aggregate sum equal to the amount in
      the
      trust account, inclusive of any interest, plus any remaining net assets. In
      such
      event, there will be no distribution with respect to our outstanding warrants.
      Accordingly, the warrants will expire worthless.




***If
      third parties bring claims against us, the IPO proceeds held in trust could
      be
      reduced and the per-share liquidation price received by stockholders will be
      less than $7.58 per share.***




Our
      placing of the IPO proceeds in trust may not protect those funds from third
      party claims against us. As of December 31, 2006, the per share liquidation
      price would be approximately $7.58 per share. However, the proceeds held in
      trust could become subject to claims of Platinum’s creditors in a liquidation,
      which could take priority over the claims of our public stockholders. We cannot
      assure you that the per-share liquidation price will not be less than the $7.58
      per share held in trust as of December 31, 2006 due to claims of creditors.
      Mark
      Nordlicht, our chairman of the board, and Barry Kostiner, our chief executive
      officer and a member of our board of directors, have agreed, in the event of
      a
      liquidation, to indemnify Platinum against losses, liabilities, claims, damages
      and expenses incurred as a result of any claim by any vendor who is owed money
      by Platinum for services or products to the extent necessary to ensure that
      such
      losses, liabilities or expenses do not reduce, the amount in the trust account.
      Notwithstanding such agreement, we cannot predict the future personal financial
      circumstances of Messrs. Nordlicht and Kostiner and as such, we cannot assure
      you that Messrs. Nordlicht and Kostiner will be able to satisfy those
      obligations.




6




***Our
      stockholders may be held liable for claims by third parties against us to the
      extent of distributions received by them.***




Even
      after our liquidation (including the distribution of the monies then held in
      the
      trust account), under the Delaware General Corporation Law, stockholders may
      be
      held liable for claims by third parties against a corporation to the extent
      of
      distributions received by them in a dissolution. We cannot assure you that
      third
      parties will not seek to recover from our stockholders amounts owed to them
      by
      us.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, any distributions received by
      stockholders in our dissolution could be viewed under applicable debtor/creditor
      and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
      conveyance.” As a result, a bankruptcy court could seek to recover all amounts
      received by our stockholders in our dissolution .





***If
      we do not, in a timely manner, consummate the asset acquisition with TEC and
      are
      forced to dissolve and liquidate, payments from the trust account to our public
      stockholders may be delayed.***




We
      anticipate that, promptly following a termination of the asset acquisition
      agreement with TEC, our board of directors would adopt a specific plan of
      dissolution and liquidation. Pursuant to the terms of our certificate of
      incorporation, only holders of shares issued in our IPO will be entitled to
      receive liquidating distributions. Shares issued to Platinum’s initial
      stockholders prior to the IPO will not be entitled to receive any liquidating
      distributions. The plan of dissolution would be submitted to stockholders for
      approval. The submission of the plan for approval by the stockholders would
      require the filing of a proxy statement with the SEC. Depending on whether
      the
      SEC decided to review the proxy statement (over which we have no control and
      cannot predict), the process from the adoption of the plan of dissolution and
      liquidation by the board until completion of the plan and distribution of funds
      to the stockholders may take up to two to four months or possibly even longer.
      We will not liquidate the trust account unless and until our stockholders
      approve our plan of dissolution and liquidation. Accordingly, the foregoing
      procedures may result in substantial delays in our liquidation and the
      distribution to our public stockholders of the funds in our trust account and
      any remaining net assets as part of our plan of dissolution and
      liquidation .





***Our
      officers and directors own shares of our common stock and warrants which will
      not participate in liquidation distributions and therefore they may have a
      conflict of interest in determining whether particular changes to the asset
      acquisition with TEC are appropriate.***





All
      of
      our officers and directors own stock in our company. Pursuant to the terms
      of
      our certificate of incorporation, only holders of shares issued in our IPO
      will
      be entitled to receive liquidating distributions. Shares issued to Platinum’s
      initial stockholders prior to the IPO will not be entitled to receive any
      liquidating distributions. Additionally, some of our officers and directors
      own
      warrants to purchase additional shares of our common stock. The shares issued
      to
      our initial stockholders prior to the IPO and the warrants owned by our
      directors and officers will be worthless if we do not consummate the TEC asset
      acquisition. The personal and financial interests of our directors and officers
      may influence their motivation in accepting any changes or waiving any terms
      with respect to the TEC asset acquisition. Consequently, our directors’ and
      officers’ discretion in agreeing to such changes or waivers may result in a
      conflict of interest when determining whether such changes or waivers are
      appropriate and in our stockholders’ best interest.




7




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted.***





If
      we are
      deemed to be an investment company under the Investment Company Act of 1940,
      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 anticipated principal activities will subject us to the
      Investment Company Act of 1940. To this end, the proceeds held in trust have
      only been invested by the trust agent in “government securities” with specific
      maturity dates. By restricting the investment of the proceeds to these
      instruments, we intend to 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.




**Risks
      Related to Consummating the Asset Acquisition with TEC**





*As
      discussed above, we may not be able to consummate the TEC asset acquisition
      and
      the Company may be forced to liquidate. Even if we do consummate the TEC asset
      acquisition, we and our stockholders will face risks relating to our stock,
      cash
      position and potential exposure to successor liability.*





***If
      we consummate the asset acquisition with TEC,*** **Platinum’s
      stockholders will experience immediate dilution as a consequence of the issuance
      of shares of Platinum common stock to TEC as consideration in the asset
      acquisition.**




As
      a
      consequence of the issuance of approximately eight million shares of Platinum
      common stock in consideration for the acquisition of the assets of TEC, Platinum
      stockholders will experience immediate dilution with TEC (and, subsequent to
      the
      contemplated liquidation of TEC and Tandem, the ultimate stockholders of Tandem)
      owning 31% of the outstanding shares of common stock of Platinum immediately
      after the closing. Additionally, the control persons of TEC, namely, Mr. Tim
      Culp, Mr. Michael G. Cunningham, Mr. Jack Chambers and Mr. Todd Yocham, will,
      in
      the aggregate hold approximately 23% of the outstanding shares of common stock
      of Platinum immediately after the closing with Mr. Culp, alone, holding
      approximately 10%.




***We
      have agreed to register the Platinum shares in connection with Tandem’s intended
      liquidation and distribution of the Platinum shares to its stockholders. This
      may reduce the market price of our stock.***




It
      is
      contemplated that following the consummation of the TEC acquisition, TEC, and
      its parent, Tandem, will liquidate and distribute the Platinum shares originally
      issued to TEC to Tandem’s stockholders pro rata in accordance with Tandem’s
      liquidation. We have agreed to file a registration statement with respect to
      such shares, which will cover approximately eight million shares of Platinum
      common stock. 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.




8




***Our
      outstanding warrants and our outstanding unit purchase option may be exercised
      in the future, which would increase the number of shares eligible for future
      resale in the public market and result in dilution to our stockholders. This
      might have an adverse effect on the market price of our common
      stock.***




Outstanding
      warrants to purchase an aggregate of 14,400,000 shares of common stock issued
      in
      our IPO will become exercisable after the consummation of the TEC acquisition.
      These will be exercised only if the $6.00 per share exercise price is below
      the
      then market price of our common stock. An outstanding unit purchase option
      to
      purchase up to a total of 720,000 units is exercisable at a per unit price
      of
      $10.00. An aggregate of 1,440,000 shares of common stock underlies the unit
      purchase option. To the extent that the warrants or the unit purchase option
      are
      exercised, additional shares of our common stock will be issued, which will
      result in dilution to our stockholders and increase the number of shares
      eligible for resale in the public market. Sales of a substantial number of
      shares issued on exercise of the warrants or the unit purchase option in the
      public market could adversely affect the market price of our common
      stock.





***Our
      working capital will be reduced if Platinum stockholders exercise their right
      to
      convert their shares into cash. This would reduce our cash reserve after the
      asset acquisition.***




Pursuant
      to our certificate of incorporation, holders of shares issued in our IPO may
      vote against the asset acquisition and demand that we convert their shares,
      as
      of the record date, into a pro rata share of the trust account where a
      substantial portion of the net proceeds of the IPO are held. We and TEC will
      not
      consummate the asset acquisition if holders of 2,880,000 or more shares of
      common stock issued in our IPO exercise these conversion rights. To the extent
      the asset acquisition is consummated and holders have demanded to so convert
      their shares, there will be a corresponding reduction in the amount of funds
      available to the combined company following the asset acquisition. As of
      December 31, 2006, assuming the asset acquisition proposal is adopted, the
      maximum amount of funds that could be disbursed to our stockholders upon the
      exercise of their conversion rights is approximately $21,831,777, or
      approximately 20% of the funds then held in the trust account. Our current
      directors and executive officers have interests in the asset acquisition that
      are different from yours because if the asset acquisition is not approved the
      securities held by them will become worthless.





***If
      the contemplated benefits of the asset acquisition do not meet the expectations
      of financial or industry analysts, the market price of Platinum’s common stock
      may decline.***




The
      market price of Platinum common stock may decline as a result of the asset
      acquisition if:




·
            Platinum
                does not achieve the perceived benefits of the asset acquisition
                as
                rapidly as, or to the extent anticipated by, financial or industry
                analysts; and


·
            the
                effect of the asset acquisition on Platinum’s financial results is not
                consistent with the expectations of the financial or industry
                analysts.




9




Accordingly,
      investors may experience a loss as a result of a decreasing stock price and
      Platinum may not be able to raise future capital easily, if necessary, in the
      equity markets.





***Since
      Tandem, TEC’s parent entity, was a publicly-traded shell corporation, our
      acquisition of substantially all of the assets and liabilities of TEC may
      subject us to successor liability for the shell corporation’s known and unknown
      liabilities.***




Tandem
      was originally incorporated in Nevada as Las Vegas Major League Sports, Inc.
      (“LVMS”) 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, LVMS filed for bankruptcy protection and ceased being a reporting company
      and also ceased operations and was considered to be a “shell” corporation. In
      1998, LVMS changed its name to Pacific Medical Group, Inc. (“Pacific Medical
      Group”) 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
      February, 2005, Pacific Medical Group changed its name to Tandem Energy
      Holdings, Inc. and changed its trading symbol to TDYH.PK. In June, 2005, Tandem
      Energy Corporation became a wholly-owned subsidiary of Tandem Energy Holdings,
      Inc.




The
      risks
      and uncertainties involved in our proposed acquisition of substantially all
      of
      the assets and liabilities of TEC include that we may be deemed to be a
      successor to Tandem, TEC’s parent, and thus subject to the existing liabilities,
      including undisclosed liabilities, of the prior shell corporations arising
      out
      of their prior business operations, financial activities and equity dealings.
      These risks and uncertainties are greater when a corporation is used as a shell
      vehicle more than once, such as Tandem. There is a risk of litigation by third
      parties or governmental investigations or proceedings. Some potential claims
      against Tandem that have been identified to date include the
      following:




·
            Tandem
                has been informed of a claim of ownership of 2.7 million shares of
                Tandem
                common stock. Tandem believes such shares to be a portion of 2.878
                million
                shares which Tandem asserts were invalidly issued but such claim
                could
                result in a successor liability claim against Platinum upon consummation
                of the asset acquisition. Tandem has filed a lawsuit in the Judicial
                District Court in Tarrant County, Texas, seeking a declaration by
                the
                court that the certificates evidencing the shares are void, that
                the
                certificates were properly cancelled by Tandem and that the transfer
                agent
                is authorized to cancel and destroy the certificates. These shares
                are not
                included in the outstanding shares of
                Tandem.


·
            Messrs.
                Jack and Rex Chambers are the subjects of an Order of Permanent Injunction
                resulting from proceedings instituted against them in 1984 by the
                Securities and Exchange Commission. The Order enjoins Messrs. Chambers
                from, directly or indirectly, engaging in the sale or offer for sale
                of
                securities in the form of fractional undivided interests in oil or
                gas
                leases of Chambers Oil and Gas or any other security without a
                registration statement being in effect or an exemption from registration
                otherwise being available. To the extent a court were to conclude
                that the
                asset acquisition constitutes the sale of securities by Messrs. Chambers
                in violation of the Order of Permanent Injunction, Platinum potentially
                could be subject to a successor liability claim to the extent that
                any
                liability was imposed upon Tandem as a
                result.






10




·
            The
                Securities and Exchange Commission has taken the position that promoters
                or affiliates of a blank check company and their transferees, both
                before
                and after a business combination, would act as an “underwriter” under the
                Securities Act when reselling the securities of a blank check company.
                Accordingly, the Securities and Exchange Commission believes that
                those
                securities can be resold only through a registered offering. Claims
                may be
                made that certain persons who have sold shares of Tandem common stock
                may
                have been considered promoters or affiliates of Tandem and thus may
                have
                sold shares in violation of this position. In that event, Platinum
                potentially could be subject to a successor liability claim to the
                extent
                that any liability was imposed upon Tandem as a
                result.


·
            Lance
                Duncan played a key role in connection with the acquisition by Tandem
                of
                the stock of TEC and the assets of Shamrock as described more fully
                in the
                section entitled “Business of TEC - Overview” in Amendment No. 4 to our
                preliminary proxy statement filed with the SEC on February 14, 2007.
                It is
                possible that a court could determine that Mr. Duncan acted as an
                unlicensed broker dealer in connection with such transactions. In
                that
                event, Platinum potentially could be subject to a successor liability
                claim to the extent that any liability was imposed upon Tandem as
                a
                result.




***As
      a result of the asset acquisition with TEC, Platinum stockholders will be solely
      dependent on a single business.***




As
      a
      result of the asset acquisition with TEC, Platinum stockholders will be solely
      dependent upon the performance of TEC and its oil and gas business. TEC will
      remain subject to a number of risks that relate generally to the oil and gas
      E&P industry and other risks. See “Risks Related to Our Business and
      Operations Following the Consummation of the TEC Asset Acquisition” in Amendment
      No. 4 to our preliminary proxy statement filed with the SEC on February 14,
      2007.





***Platinum
      may be unable to attract and retain key management personnel and other employees
      in the oil and gas E&P industry, which may negatively affect the
      effectiveness of Platinum’s management and results of
      operations.***




Platinum’s
      success depends to a significant extent upon the abilities and efforts of its
      management team. Platinum’s success will depend upon its ability to hire and
      retain key members of its management team. The loss of any of these individuals
      could adversely affect its business prospects and financial condition.
      Difficulty in hiring and retaining personnel could adversely affect its results
      of operations .





***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.




11




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





Not
      applicable.





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




Platinum
      maintains executive offices at 25 Phillips Parkway, Montvale, New Jersey 07645
      pursuant to a sublease. The term of the sublease commenced on March 1, 2006
      and
      expires February 28, 2009, subject to earlier termination. Gross rent, including
      annual escalations and electric charge, approximate $20,000
      for each year of the three year lease term. Platinum considers its current
      office space adequate for current operations.




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




A
      lawsuit
      was filed against Platinum and Tandem in Florida Circuit Court on or about
      June
      14, 2006. The lawsuit involves a claim with respect to ownership of 2.7 million
      shares of the common stock of Tandem that were purportedly transferred to a
      third party by an affiliate of Mr. Lyle Mortensen, one of the promoters of
      Tandem, which shares Tandem maintains were invalidly issued and subsequently
      cancelled in 2005 by board action of Tandem’s board. The third party’s suit is
      against Tandem and Platinum seeking a declaration by the court that Tandem’s
      cancellation of the shares was improper and that the third party is the rightful
      owner of the shares and an injunction prohibiting Tandem and Platinum from
      taking any action in detriment to his alleged rights in and to the shares.
      Tandem and Platinum have no contacts with the State of Florida and have filed
      a
      motion seeking dismissal of the lawsuit on the grounds that Florida courts
      have
      no jurisdiction over them. A hearing on the motion was held on November 7,
      2006
      and the court subsequently issued an order dismissing the lawsuit without
      prejudice against Tandem and Platinum. The third party has indicated that he
      may
      file an amended complaint, and if he should do so, Tandem and Platinum intend
      to
      vigorously contest any such action. In addition, Platinum and Tandem are seeking
      sanctions against the third party for filing a frivolous lawsuit.





**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, 2006.




**PART
      II**




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


**Securities.**




Platinum
      consummated its IPO on October 28, 2005. In the IPO, Platinum sold 14,400,000
      units. Each unit consists of one share of Platinum’s common stock and one
      redeemable common stock purchase warrant. Platinum common stock, warrants and
      units are quoted on the OTCBB under the symbols “PGRI”, “PGRIW” and “PGRIU”,
      respectively. Platinum’s units commenced public trading on October 28, 2005 and
      its common stock and warrants commenced separate public trading on December
      9,
      2005. The high and low bid prices of our units, common stock and warrants as
      reported by the OTCBB for the quarters 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:




12




**Units**
            
            **Common
                Stock**
            
            **Warrants****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**2007:First
                Quarter (through March 27, 2007)
            
            $
            7.95
            
            $
            7.60
            
            $
            7.41
            
            $
            7.26
            
            $
            0.57
            
            $
            0.432006:Fourth
                Quarter
            
            $
            8.00
            
            $
            7.60
            
            $
            7.30
            
            $
            7.08
            
            $
            0.85
            
            $
            0.47Third
                Quarter
            
            $
            8.22
            
            $
            7.70
            
            $
            7.30
            
            $
            7.08
            
            $
            1.00
            
            $
            0.55Second
                Quarter
            
            $
            8.88
            
            $
            7.98
            
            $
            7.40
            
            $
            7.07
            
            $
            1.39
            
            $
            0.78First
                Quarter
            
            $
            8.38
            
            $
            7.78
            
            $
            7.24
            
            $
            6.90
            
            $
            1.12
            
            $
            0.842005:Fourth
                Quarter (October 28, 2005 through December 31, 2005)
            
            $
            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
      12,
      2007, 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.




Platinum
      has not paid any cash dividends on its common stock to date and does not intend
      to pay dividends prior to the completion of the asset acquisition. It is the
      present intention of the board of directors to retain all earnings, if any,
      for
      use in the business operations, and accordingly, the board does not anticipate
      declaring any dividends in the foreseeable future. The payment of any dividends
      subsequent to the asset acquisition will be within the discretion of the then
      board of directors and will be contingent upon revenues and earnings, if any,
      capital requirements and general financial condition subsequent to completion
      of
      a business combination.





***Share
      Repurchase Program***





On
      November 3, 2006, the board of directors of Platinum unanimously approved a
      share repurchase program pursuant to which Platinum intends to repurchase,
      from
      time to time (in accordance with the terms of applicable federal and state
      securities laws and regulations including Rule 10b-18 of the Securities Exchange
      Act of 1934, as amended), in the open market, shares of common stock in an
      amount not to exceed $80 million (less any amounts used to pay stockholders
      who
      exercise their rights of conversion in connection with the stockholder vote
      on
      the asset acquisition proposal), exclusive of fees, commissions and any other
      related expenses. The Company has received a non binding summary of terms and
      conditions from financial institutions for up to a $75,000,000 revolving line
      of
      credit facility (initial borrowing base would be set at $38,000,000), subject
      to
      a borrowing base limitation and compliance with other debt covenants, which
      would be defined in a definitive agreement . In
      the
      event that we are able to consummate the financing, then, together with the
      approximately $60 million of cash available to us from the release of the funds
      in the trust account upon the closing of the TEC asset acquisition, we will
      have
      approximately $100 million to use for the proposed share repurchase program
      and
      other purposes. No assurance can be given that the bank will enter into a
      definitive credit facility on terms satisfactory to Platinum, if at all. The
      Board determined to approve the share repurchase program because it believed
      that such program would increase stockholder value and thus would be in the
      best
      interest of the stockholders. As approximately 8 million shares of Platinum
      common stock will be issued upon the closing of the TEC acquisition, the
      acquisition will be dilutive to existing Platinum earnings per share. In order
      to increase earnings per share following the acquisition, the Board determined
      that the best available use of the Company’s capital, including its cash, cash
      flow and borrowings, was to repurchase its shares.




13




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




The
      following selected financial data has been extracted from our financial
      statements for the fiscal year ended December 31, 2006 and for the period from
      April 25, 2005 (inception) to December 31, 2005. This selected financial data
      should be read in conjunction with our consolidated financial statements and
      the
      related notes included in Item 8 of this form.





**Income
                Statement Data:****Period
                From April 25, 2005 (inception) to December 31,
                2005**
            
            **Year
                Ended December 31, 2006**Operating
                Expenses
            
            $
            167,274
            
            $
            786,300Other
                Income - Interest, net
            
            $
            471,102
            
            $
            2,565,979Net
                Income
            
            $
            275,728
            
            $
            1,659,679Weighted
                Average Common Shares Outstanding -Basic
            
            
            6,549,489
            
            
            15,121,440Diluted
            
            
            6,980,246
            
            
            17,479,194Net
                Income Per Common Share -Basic
            
            $
            0.04
            
            $
            0.11Diluted
            
            $
            0.04
            
            $
            0.09**Balance
                Sheet Data:****December
                31,****2005**
            
            
            **2006**Working
                Capital (Excluding Cash held in trust)
            
            $
            888,439
            
            $
            (1,683,186
            )Cash
                Held In Trust
            
            $
            105,884,102
            
            $
            109,213,492Total
                Assets
            
            $
            106,905,311
            
            $
            110,955,650Common
                Stock Subject to Possible Redemption, 2,878,560 Common Shares at
                Conversion Value
            
            $
            21,071,059
            
            $
            21,831,777Stockholders’
                Equity
            
            $
            85,701,482
            
            $
            87,361,161





14




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




This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described in our other Securities and Exchange Commission filings. The following
      discussion should be read in conjunction with our Consolidated Financial
      Statements and related Notes thereto included elsewhere in this
      report.





**Overview**





Platinum
      is a blank check company. We were formed on April 25, 2005, to serve as a
      vehicle to effect a merger, capital stock exchange, asset acquisition or other
      similar business combination with an unidentified operating business in the
      global oil and gas exploration and production, or E&P industry. Our initial
      business combination must be with a target business or businesses whose fair
      market value is at least equal to 80% of net assets at the time of such
      acquisition. We intend to utilize a portion of the cash derived from the
      proceeds of our recently completed public offering, our capital stock, debt
      or a
      combination of cash, capital stock and debt, in effecting a business
      combination.





At
      December 31, 2006, Platinum had not yet commenced any commercial operations.
      All
      activities for the period from April 25, 2005 (inception) through December
      31,
      2006 relate to the Company’s formation, the completion of the public offering
      and the consummation of the Asset Purchase Agreement described
      below.





**Acquisition
      Announcement**





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”), which was amended on June 30, 2006 and July 31, 2006, pursuant to
      which, subject to satisfaction of the conditions contained in the merger
      agreement, our wholly-owned subsidiary, PER Acquisition Corp., would 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.




15


The
      definitive merger agreement contemplated 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.





On
      October 4, 2006, Platinum, its wholly-owned subsidiary, PER Acquisition Corp.,
      and Tandem restructured their previously announced merger and Platinum, PER
      Acquisition Corp. and Tandem’s wholly-owned subsidiary Tandem Energy Corporation
      (“TEC”) entered into an Asset Acquisition Agreement and Plan of Reorganization
      pursuant to which Platinum will acquire substantially all of the assets and
      assume substantially all of the liabilities of TEC, including approximately
      $42
      million of TEC’s debt which will be retired at closing, in exchange for the
      issuance of approximately eight million shares of Platinum common stock to
      TEC.
      The total number of shares to be received by TEC will be determined by dividing
      $60 million by the per share cash value of Platinum’s IPO trust account, which
      is determined by dividing the amount held in trust by 14,400,000 (the number
      of
      shares issued in Platinum’s IPO). The per share cash value was $7.58 at December
      31, 2006.





After
      the
      consummation of the acquisition, TEC and its parent, Tandem, will liquidate
      and
      distribute the Platinum shares to Tandem’s stockholders.





**Results
      of Operations**





For
      the
      year ended December 31, 2006 and the period from April 25, 2005 (Inception)
      to
      December 31, 2005, we had net income of $1,659,579 and $275,728, respectively,
      attributable to net interest income on the proceeds of our IPO of $2,568,672
      and
      $476,102, respectively (net of interest income in the amount of $760,718 and
      $0,
      respectively, attributable to shares of common stock subject to conversion
      rights), offset by expenses attributable to organization and formation expenses,
      expenses incurred in identifying and qualifying an acquisition candidate and
      legal, accounting and administrative costs. As more fully described below,
      the
      interest income is earned on funds held in the trust account. This interest
      income as well as other operating expenses increased in 2006 as compared to
      2005
      principally because the funds were invested for a full year in 2006 as compared
      to less than three months in 2005. 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 (the “IPO”) 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) were available to be used to provide for business, legal and
      accounting, due diligence on prospective business combinations and continuing
      general and administrative expenses. 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, 2006,
      there was $109,213,492 held in the trust fund. During the year ended December
      31, 2006, we used $500,000 towards a deposit on the Tandem acquisition (of
      which
      $350,000 was returned in September 2006) and $520,533 for payment of deferred
      acquisition costs, principally for the Tandem acquisition. An additional
      $1,142,099 of deferred acquisition costs have been incurred and are included
      in
      accounts payable and accrued expenses in the December 31, 2006 balance sheet.
      In
      June 2006 and August 2006, we received $50,000 and $25,000, respectively of
      proceeds from short-term notes payable issued to our Chairman, as well as an
      additional $200,000 from similar notes issued on February 1, 2007 for $100,000
      and March 7, 2007 for $100,000. At December 31, 2006, we had a cash overdraft
      of
      $3,174 for balances not deposited in the trust fund. This amount was classified
      as accounts payable and accrued expenses as of December 31, 2006.




16




In
      July
      2006, we received a commitment letter from a bank, conditioned upon consummation
      of the Tandem transaction and execution of a definitive financing agreement
      for
      $45 million in financing. This arrangement was comprised of a $35 million
      formula based secured reducing revolving line of credit and a $10,000,000
      secured acquisition line of credit. Availability will be subject to a formula
      based upon assets and maintenance of compliance with certain financial ratios.
      The arrangement would have a four-year term, and would require minimum $825,000
      monthly mandatory payments to reduce any outstanding balance of the revolving
      line of credit. Subsequent to the restructuring of the proposed merger and
      the
      execution of the Asset Acquisition Agreement with TEC, while the original
      commitment letter is no longer applicable the bank initially verbally indicated
      that it was willing to provide a new commitment letter on similar terms.
      However, there have been no further discussions with the bank. In January 2007,
      the Company received a non binding summary of terms and conditions from
      financial institutions for up to a $75,000,000 revolving line of credit facility
      (initial borrowing base would be set at $38,000,000), subject to a borrowing
      base limitation and compliance with other debt covenants, which would be defined
      in a definitive agreement. No assurance can be given that either bank will
      enter
      into a definitive credit facility on terms satisfactory to Platinum, if at
      all.





We
      intend
      to use a substantial amount 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 will be used to finance the operations of the target business and purchase
      shares of Platinum common stock pursuant to Platinum’s Share Repurchase
      Plan.





We
      believe that we will consummate the Asset Acquisition discussed above and that
      we will have sufficient available funds (outside of the trust fund) to operate
      through the consummation of the Asset Acquisition. The principal sources of
      these funds will be from loans advanced from certain of our stockholders. Upon
      consummation of the Asset Acquisition, cash held in trust will be released
      to us
      and, after payment of debt pursuant to the Asset Acquisition Agreement, payment
      to stockholders exercising their conversion rights and payment of certain fees
      and expenses relating to the asset acquisition, will be available for operations
      and conduct of the business.




17




There
      can
      be no assurance that the acquisition will be consummated. Should this Asset
      Acquisition not be consummated by October 28, 2007, we would be required to
      return the funds held in trust to holders of shares issued in the Initial Public
      Offering as a mandatory liquidating distribution, pursuant to a plan of
      dissolution and liquidation. Any such plan of dissolution, if required, would
      have to first be submitted to stockholders for approval. These conditions raise
      a substantial doubt about our ability to continue as a going
      concern.





In
      the
      period from October 28, 2005 through October 28, 2007, we initially estimated
      that we would incur approximately $300,000 in expenses for legal, accounting
      and
      other expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination and preparation of a proxy statement,
      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. Many of these expenses
      have already been incurred, have increased substantially, and been paid
      resulting in the Company’s cash position at December 31, 2006 as noted above.
      Expenses attributable to the asset acquisition incurred through December 31,
      2006 aggregated $1,662,632, of which $520,533 were paid through that date.





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.





In
      the
      event that we consummate the currently proposed asset acquisition with TEC,
      the
      net proceeds of our IPO would be released and approximately $42 million of
      such
      funds would be used to retire the indebtedness of TEC assumed as part of the
      transaction. The remaining amount, together with the financing which we
      anticipate, would be used to (1) make payments to Platinum stockholders who
      exercise their conversion rights in the business combination vote, (2) pay
      the
      finder’s fee of $3 million payable in connection with the transaction as well as
      other transaction-related expenses and (3) fund future acquisitions, working
      capital, capital expenditures associated with TEC’s assets and repurchases of
      shares of Platinum common stock under the contemplated Platinum share repurchase
      program.





**Off-Balance
      Sheet Arrangements**





As
      of
      December 31, 2006, 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.




18




**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. 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.




**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 the TEC acquisition is not
      consummated by us prior to the prescribed liquidation date of the trust account,
      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 account 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.




19





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




Reference
      is made to pages F-1 through F-17 comprising a portion of this annual
      report on Form 10-K.





**Platinum
      Energy Resources, Inc. and Subsidiary**


**Quarterly
      Summary**


(Unaudited)





The
      following table sets forth certain unaudited quarterly results of operations
      for
      each of the quarters in the year ended December 31, 2006 and for the period
      from
      April 25, 2005 (Inception) to December 31, 2005. All quarterly information
      was
      obtained from unaudited financial statements not otherwise contained in this
      report. We believe that all necessary adjustments have been made to present
      fairly the quarterly information when read in conjunction with the consolidated
      financial statements and notes thereto included elsewhere in this report. The
      operating results for any quarter are not necessarily indicative of the results
      for any future period.





1st
                Quarter
            
            2nd
                Quarter
            
            3rd
                Quarter
            
            4th
                Quarter**Year
                ended December 31, 2006**
            
            (a)
            
            
            
            
            
            (b)Total
                revenue
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --Gross
                profit
            
            
            --
            
            
            --
            
            
            --
            
            
            --Net
                income
            
            
            231,228
            
            
            456,336
            
            
            502,675
            
            
            469,440Per
                share amounts:Net
                earnings - Basic:
            
            $
            .02
            
            $
            .03
            
            $
            .03
            
            $
            .03Net
                earnings - Diluted:
            
            $
            .01
            
            $
            .03
            
            $
            .03
            
            $
            .03


.





**Period
                from April 25, 2005 (Inception) to**
              **December
                31, 2005**
            
            April
                25, 2005 (Inception) to December 31,2005
            
            3rdQuarter
            
            4thQuarter(a)Total
                revenue
            
            $
            --
            
            $
            --
            
            $
            --Gross
                profit
            
            
            --
            
            
            --
            
            
            --Net
                income (loss)
            
            
            (4,812
            )
            
            (1,904
            )
            
            282,444Per
                share amounts:Net
                earnings (loss) - Basic:
            
            $
            .00
            
            $
            .00
            
            $
            .02Net
                earnings (loss) - Diluted:
            
            $
            .00
            
            $
            .00
            
            $
            .02





(a)
            Includes
                $95,173 of trust account interest income earned in the fourth quarter
                of
                2005 and reclassified to Common stock subject to possible redemption
                in
                the first quarter of 2006.


(b)
            Includes
                the effect of the determination that the Company will be treated
                as an
                investment company for New Jersey state income tax purposes, reducing
                the
                estimated tax provision for the year in this quarter by approximately
                $107,000.





20




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




None.




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





**Conclusion
      Regarding the Effectiveness of Disclosure 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 principal
      executive officer and principal financial officer, carried
      out an evaluation of the effectiveness of the design and operation of its
      disclosure controls and procedures as of December 31, 2006. Based upon that
      evaluation, management, including our principal executive officer and principal
      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.





**Management’s
      Annual Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our principal executive officer and principal financial officer
      and effected by our Board of Directors, management and other personnel, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles.





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we carried out
      an
      evaluation of the effectiveness of our internal control over financial reporting
      as of December 31, 2006 based on the criteria in “Internal Control - Integrated
      Framework” issued by the Committee of Sponsoring Organizations of the Treadway
      Commission (“COSO”). Based upon this evaluation, our management concluded that
      our internal control over financial reporting was effective as of December
      31,
      2006.





Marcum
      & Kleigman LLP, the independent registered public accounting firm that
      audited our consolidated financial statements included in this Annual Report
      on
      Form 10-K, has also audited our management’s assessment of the effectiveness of
      the Company’s internal control over financial reporting and the effectiveness of
      the Company’s internal control over financial reporting as of December 31, 2006
      as stated in their report included herein.




21




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders of


Platinum
      Energy Resources, Inc. and Subsidiary





We
      have
      audited management's assessment, included in the accompanying Management's
      Report on Internal Controls over Financial Reporting, that Platinum Energy
      Resources, Inc. and Subsidiary (the "Company") maintained effective internal
      control over financial reporting as of December 31, 2006 based on the criteria
      established in Internal Control-Integrated Framework issued by the Committee
      of
      Sponsoring Organizations of the Treadway Commission. The Company's management
      is
      responsible for maintaining effective internal control over financial reporting
      and for its assessment of the effectiveness of internal control over financial
      reporting. Our responsibility is to express an opinion on management's
      assessment and an opinion on the effectiveness of the Company's internal control
      over financial reporting 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 effective
      internal control over financial reporting was maintained in all material
      respects. Our audit included obtaining an understanding of internal control
      over
      financial reporting, evaluating management's assessment, testing and evaluating
      the design and operating effectiveness of internal control, and performing
      such
      other procedures as we considered necessary in the circumstances. We believe
      that our audit provides a reasonable basis for our opinion.





A
      company's internal control over financial reporting is a process designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with accounting principles generally accepted in the United States of America.
      A
      company's internal control over financial reporting includes those policies
      and
      procedures that (1) pertain to the maintenance of records that, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      the
      assets of the company; (2) provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with accounting principles generally accepted in the United States
      of
      America, and that receipts and expenditures of the company are being made only
      in accordance with authorizations of management and directors of the company;
      and (3) provide reasonable assurance regarding prevention or timely detection
      of
      unauthorized acquisition, use, or disposition of the company's assets that
      could
      have a material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation to future
      periods are subject to the risk that controls may become inadequate because
      of
      changes in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.





In
      our
      opinion, management's assessment that the Company maintained effective internal
      control over financial reporting as of December 31, 2006, is fairly stated,
      in
      all material respects, based on the criteria established in Internal
      Control-Integrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission. Also in our opinion, the Company maintained, in
      all
      material respects, effective internal control over financial reporting as of
      December 31, 2006, based on the criteria established in Internal
      Control-Integrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission.




22




We
      have
      also audited, in accordance with the standards of the Public Company Accounting
      Oversight Board (United States), the consolidated balance sheets as of December
      31, 2006 and 2005 and the related consolidated statements of operations,
      stockholders' equity, and cash flows for the year ended December 31, 2006 and
      for the period from April 25, 2005 (inception) to December 31, 2005 and for
      the
      period from April 25, 2005 (inception) to December 31, 2006 of the Company
      and
      our report dated March 29, 2007 expressed an unqualified opinion on those
      financial statements. Our report also contains an explanatory paragraph
      describing conditions that raise substantial as to the Company’s ability to
      continue as a going concern.





/s/  Marcum
      & Kliegman LLP





New
      York,
      New York


March
      29,
      2007





**Changes
      in Internal Control over Financial Reporting.**





There
      were no changes in internal control over financial reporting that occurred
      during the fourth quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting








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




Not
      applicable.




23





**PART
      III**




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




Our
      current directors and executive officers are as follows:




**Name**
            
            **Age**
            
            **Position**Mark
                Nordlicht
            
            38
            
            Chairman
                of the BoardBarry
                Kostiner
            
            35
            
            Chief
                Executive Officer, Secretary and DirectorWilliam
                C. Glass
            
            35
            
            President
                and DirectorJames
                E. Bashaw
            
            43
            
            DirectorAlbert
                Helmig
            
            55
            
            DirectorRichard
                Geyser
            
            38
            
            Vice
                PresidentJames
                H. Dorman
            
            73
            
            Executive
                Vice PresidentJim
                L. Troxel
            
            53
            
            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 the Chairman of Platinum Diversified Mining, Inc., a special purpose
      acquisition company focusing on the mining industry founded 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.




24




An
      article appearing in the Wall Street Journal on August 4, 2006 describes Mr.
      Kostiner’s activities after leaving Allegheny Energy in 2003 leading up to his
      involvement with Platinum in 2005 as briefly forming his own consulting firm
      that “didn’t really go anywhere” and getting help from Mr. Nordlicht after
      failing to raise money from private equity firms. This description
      mischaracterized Mr. Kostiner’s activities during this period of time. In fact,
      as a principal in Ellipse Energy, Mr. Kostiner worked together with a single
      private investment fund, MHR Fund, on a single transaction: MHR’s unsuccessful
      attempt to acquire an E&P company in the United Kingdom. After taking some
      time off, as part of his search for new employment and his networking efforts,
      he shared his business strategy to use hedge financing to maximize value with
      a
      number of business contacts and investors in the oil and gas industry, including
      Mr. Nordlicht, before he became involved with Platinum.




**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.




25




**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.




**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.




26




In
      addition, if the acquisition of TEC is consummated, Mr. Tim G. Culp, 48, is
      to
      be elected to the board upon consummation of the asset acquisition. Tim G.
      Culp
      joined Tandem in June 2005 as President and Chief Executive Officer and
      continues to serve in that capacity today. Mr. Culp was a co-founder, senior
      officer and principal stockholder of TEC and Shamrock Energy Corporation and
      its
      operating affiliate, Arrowhead Operating, Inc. Prior to forming TEC, Mr. Culp
      was a Vice President with Adobe Resources Corporation. During Mr. Culp’s tenure,
      Adobe, TEC and Shamrock acquired over $140 million in oil and gas properties.
      Mr. Culp has over twenty-five years of oil and gas industry experience with
      over
      twenty years of experience in property acquisitions and development. Prior
      to
      joining Adobe, Mr. Culp was a manager for the public accounting firm of KPMG
      Peat Marwick. Mr. Culp received his Bachelor of Business Administration degree
      in Accounting from Texas Tech University in 1981.




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. When Mr. Culp is elected to the board upon
      consummation of the asset acquisition, he will serve in the first class of
      director’s together with Mr. Bashaw.





**Corporate
      Governance - Audit Committee**





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.




**Code
      of Ethics**





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 all our directors, officers and employees. Our Code of Conduct
      and
      Ethics is posted on our Internet website. Our Internet website is
      www.platenergy.com. We intend to post on our website any amendment to, or waiver
      from, any provision of our Code of Conduct and Ethics that applies to our
      principal executive officer, principal financial officer, principal accounting
      other or persons performing similar functions that relates to any element of
      our
      Code regarding: (1) honest and ethical conduct, including the ethical handling
      of actual or apparent conflicts of interest between personal and professional
      relationships; (2) full, fair, accurate, timely and understandable disclosure
      in
      our reports and other filings with the SEC or our public communications; (3)
      compliance with applicable governmental laws, rules and regulations; (4) prompt
      internal reporting of the violations of our code to an appropriate person
      identified in our code; and (5) accountability for adherence to our code.





**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 ended December 31, 2006.




27




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





Since
      our
      inception, no executive officer or director has received any cash or non-cash
      compensation for services rendered to the Company. 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 existing
      stockholders, including our directors, or any of their respective affiliates,
      for services rendered prior to or in connection with a business combination.
      However, our officers and directors 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.





**Compensation
      Discussion and Analysis**





Our
      policies with respect to executive compensation following the asset acquisition
      with TEC will be administered by our board in consultation with a compensation
      committee we intend to form following the consummation of the asset acquisition.
      We intend for our compensation policies to provide for compensation that is
      sufficient to attract, motivate and retain executives of outstanding ability
      and
      potential and to establish an appropriate relationship between executive
      compensation and the creation of shareholder value. To meet these goals, our
      compensation committee will be charged with recommending executive compensation
      packages to our board of directors.





Overall,
      we will seek to provide total compensation packages that are tailored to the
      unique characteristics and needs within the oil and gas industry in order to
      create an executive compensation program that will adequately reward our
      executives for their roles in creating value for our shareholders. We intend
      to
      be competitive with other similarly situated companies in the oil and gas
      industry following completion of the asset acquisition.





It
      is
      anticipated that our executives’ compensation will have three primary components
      - salary, cash incentive bonus and stock-based awards. Since our compensation
      committee will not be formed until after consummation of the asset acquisition,
      we have not adopted any formal or informal policies or guidelines for allocating
      compensation between long-term and currently paid out compensation, between
      cash
      and non-cash compensation, or among different forms of compensation. We also
      plan to establish and maintain various employee benefit plans, including
      medical, dental, life insurance and 401(k) plans.




28




Our
      compensation committee will be charged with performing an annual review of
      our
      executive officers’ cash compensation and equity holdings to determine whether
      they provide adequate incentives and motivation to executive officers and
      whether they adequately compensate the executive officers relative to comparable
      officers in other companies.





**2006
      Long Term Incentive Plan**





In
      March
      20, 2006, our board of directors approved Platinum’s 2006 Long-Term Incentive
      Plan subject to approval and consummation of the asset acquisition with TEC
      (as
      set forth in the board’s action) and further subject to the approval of our
      stockholders. If the asset acquisition proposal is not approved and/or the
      asset
      acquisition is not consummated, the Plan will not be effective. The purposes
      of
      our Plan are to create incentives designed to motivate our employees to
      significantly contribute toward our growth and profitability, to provide our
      executives, directors and other employees, and persons who, by their position,
      ability and diligence, are able to make important contributions to our growth
      and profitability, with an incentive to assist us in achieving our long-term
      corporate objectives, to attract and retain executives and other employees
      of
      outstanding competence, and to provide such persons with an opportunity to
      acquire an equity interest in us. Under the proposed Plan, we may grant
      incentive and non-qualified stock options, stock appreciation rights,
      performance units, restricted stock awards and performance bonuses, or
      collectively, awards, to our officers and key employees, and those of our
      subsidiaries. In addition, the Plan authorizes the grant of non-qualified stock
      options and restricted stock awards to our directors and to any independent
      contractors and consultants who by their position, ability and diligence are
      able to make important contributions to our future growth and profitability.
      Generally, all classes of our employees are eligible to participate in our
      Plan.




No
      options, restricted stock or other awards under the Plan have been made or
      committed to be made as of the date of hereof.





We
      will
      seek the approval and authorization of the 2006 Long-Term Incentive Plan in
      connection with our special meeting that is the subject of our preliminary
      proxy
      statement. A complete text of our Plan is attached as Annex C to Amendment
      No. 4
      to our preliminary proxy statement filed with the SEC on February 14, 2007.




The
      following is a summary of the material provisions of our Plan and is qualified
      in its entirety by reference to the complete text of our Plan. We cannot
      determine the benefits to be received by our directors or officers under the
      Plan, or the benefits that would have been received by our directors and
      officers in 2006 had the Plan been in effect in 2006.





***Stock
      Subject to the 2006 Plan***




We
      have
      reserved a maximum of 4 million shares of our authorized common stock for
      issuance upon the exercise of awards to be granted pursuant to our
      Plan.  Each
      share issued under an option or under a restricted stock award will be counted
      against this limit. Shares to be delivered at the time a stock option is
      exercised or at the time a restricted stock award is made may be available
      from
      authorized but unissued shares or from stock previously issued but which we
      have
      reacquired and hold in our treasury.




29




In
      the
      event of any change in our outstanding common stock by reason of any
      reorganization, recapitalization, stock split, stock dividend, combination
      of
      shares, asset acquisition, consolidation, issuance of rights or other similar
      transactions, the number of shares of our common stock which may be issued
      upon
      exercise of outstanding options, and the exercise price of options previously
      granted under our Plan, will be proportionally adjusted to prevent any
      enlargement or dilution of the rights of holders of previously granted options
      as may be appropriate to reflect any such transaction or event.





***Administration***




Our
      board
      will establish a compensation committee that, among other duties, will
      administer the Plan. The compensation committee will be composed of at least
      three members of the board, a majority of whom will be “non-employee directors”
within the meaning of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934,
      as amended. Members of our compensation committee will serve at the pleasure
      of
      our board.  In
      connection with the administration of our Plan, the compensation committee,
      with
      respect to awards to be made to any person who is not one of our directors,
      will:




·
            determine
                which employees and other persons will be granted awards under our
                Plan;


·
            grant
                the awards to those selected to
                participate;


·
            determine
                the exercise price for options; and


·
            prescribe
                any limitations, restrictions and conditions upon any
                awards.




With
      respect to stock options or restricted stock awards to be made to any of our
      directors, the compensation committee will make recommendations to our board
      of
      directors as to:




·
            which
                of such persons should be granted stock options, restricted stock
                awards,
                performance units or stock appreciation
                rights;


·
            the
                terms of proposed grants of awards to those selected by our board
                of
                directors to participate;


·
            the
                exercise price for options; and


·
            any
                limitations, restrictions and conditions upon any
                awards.




Any
      grant
      of awards to any of directors under our Plan must be approved by our board
      of
      directors.


In
      addition, the compensation committee will:




·
            interpret
                our Plan; and


·
            make
                all other determinations and take all other action that may be necessary
                or advisable to implement and administer our
                Plan.





***Types
      of Awards***




Our
      Plan
      permits the compensation committee to grant the following types of
      awards.




30




*Stock
      Options* .
      Stock
      options are contractual rights entitling an optionee who has been granted a
      stock option to purchase a stated number of shares of our common stock at an
      exercise price per share determined at the date of the grant. Options are
      evidenced by stock option agreements with the respective optionees. The exercise
      price for each stock option granted under our Plan will be determined by our
      board of directors or a committee of the board at the time of the grant, but
      will not be less than fair market value on the date of the grant. Our board
      of
      directors or a committee of the board will also determine the duration of each
      option; however, no option may be exercisable more than ten years after the
      date
      the option is granted. Within the foregoing limitations, the board of directors
      or committee of the board may, in its discretion, impose limitations on exercise
      of all or some options granted under our Plan, such as specifying minimum
      periods of time after grant during which options may not be exercised. Options
      granted under our Plan will vest at rates specified in the option agreement
      at
      the time of grant; however, all options granted under our Plan will vest upon
      the occurrence of a change of control, as defined in the Plan. Our Plan also
      contains provisions for our board of directors or a committee of the board
      to
      provide in the participants’ option award agreements for accelerating the right
      of an individual employee to exercise his or her stock option or restricted
      stock award in the event of retirement or other termination of employment.
      No
      cash consideration is payable to us in exchange for the grant of
      options.




Our
      Plan
      provides that the stock options may either be Incentive Stock Options within
      the
      meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or
      Non-Qualified Options, which are stock options other than Incentive Stock
      Options within the meaning of Sections 422 of the Code. Incentive Stock Options
      may be granted only to our employees or employees of our subsidiaries, and
      must
      be granted at a per share option price not less than the fair market value
      of
      our common stock on the date the Incentive Stock Option is granted. In the
      case
      of an Incentive Stock Option granted to a stockholder who owns shares of our
      outstanding stock of all classes representing more that 10% of the total
      combined voting power of all of our outstanding stock of all classes entitled
      to
      vote in the election of directors, the per share option price must be not less
      than 110% of the fair market value of one share of our common stock on the
      date
      the Incentive Stock Option is granted and the term of such option may not exceed
      five years. As required by the Code, the aggregate fair market value, determined
      at the time an Incentive Stock Option is granted, of our common stock with
      respect to which Incentive Stock Options may be exercised by an optionee for
      the
      first time during any calendar year under all of our incentive stock option
      plans may not exceed $100,000.




The
      exercise price for Non-Qualified Options may not be less than the fair market
      value of our common stock on the date the Non-Qualified Option is granted.
      Non-Qualified Options are not subject to any of the restrictions described
      above
      with respect to Incentive Stock Options. The exercise price of stock options
      may
      be paid in cash, in whole shares of our common stock, in a combination of cash
      and our common stock, or in such other form of consideration as our board of
      directors or the committee of the board may determine, equal in value to the
      exercise price.
      However, only shares of our common stock which the option holder has held for
      at
      least six months on the date of the exercise may be surrendered in payment
      of
      the exercise price for the options. The maximum number of shares subject to
      stock options that may be awarded in any fiscal year to any employee may not
      exceed 100,000 and the number of shares subject to stock options that may be
      awarded in any fiscal year to any director may not exceed 10,000. In no event
      may a stock option be exercised after the expiration of its stated
      term.




*Stock
      Appreciation Rights* .
      A stock
      appreciation right permits the grantee to receive an amount (in cash, common
      stock, or a combination thereof) equal to the number of stock appreciation
      rights exercised by the grantee multiplied by the excess of the fair market
      value of our common stock on the exercise date over the stock appreciation
      rights’ exercise price. Stock appreciation rights may or may not be granted in
      connection with the grant of an option. The exercise price of stock appreciation
      rights granted under the Plan will be determined by the board of directors
      or a
      committee of the board; provided, however, that such exercise price cannot
      be
      less than the fair market value of a share of common stock on a date the stock
      appreciation right is granted (subject to adjustments). A stock appreciation
      right may be exercised in whole or in such installments and at such times as
      determined by the board of directors or a committee of the board.




31




*Restricted
      Stock* .
      Restricted shares of our common stock may be granted under our Plan subject
      to
      such terms and conditions, including forfeiture and vesting provisions, and
      restrictions against sale, transfer or other disposition as the board of
      directors or a committee of the board may determine to be appropriate at the
      time of making the award. In addition, the board of directors or a committee
      of
      the board may direct that share certificates representing restricted stock
      be
      inscribed with a legend as to the restrictions on sale, transfer or other
      disposition, and may direct that the certificates, along with a stock power
      signed in blank by the grantee, be delivered to and held by us until such
      restrictions lapse. The board of directors or a committee of the board, in
      its
      discretion, may provide in the award agreement for a modification or
      acceleration of shares of restricted stock in the event of permanent disability,
      retirement or other termination of employment or business relationship with
      the
      grantee. The maximum number of restricted shares that may be awarded under
      the
      Plan to any employee may not exceed 100,000 shares and the number of
      restricted shares that may be awarded in any fiscal year to any director may
      not
      exceed 10,000 shares.




*Performance
      Units* .
      The
      Plan permits grants of performance units, which are rights to receive cash
      payments equal to the difference (if any) between the fair market value of
      our
      common stock on the date of grant and its fair market value on the date of
      exercise of the award, except to the extent otherwise provided by the board
      of
      directors or a committee of the board or required by law. Such awards are
      subject to the fulfillment of conditions that may be established by the board
      of
      directors or a committee of the board including, without limitation, the
      achievement of performance targets based upon the factors described above
      relating to restricted stock awards.




*Performance
      Bonus* .
      The
      Plan permits grants of performance bonuses, which may be paid in cash, common
      stock or combination thereof as determined by the board of directors or a
      committee of the board. The maximum value of performance bonus awards granted
      under the Plan shall be established by the compensation committee at the time
      of
      the grant. An employee’s receipt of such amount will be contingent upon
      achievement of performance targets during the performance period established
      by
      the compensation committee. The performance targets will be determined by the
      board of directors or a committee of the board based upon the factors described
      above relating to restricted stock awards. Following the end of the performance
      period, the board of directors or a committee of the board will determine the
      achievement of the performance targets for such performance period. Payment
      may
      be made within 60 days of such determination. Any payment made in shares of
      common stock will be based upon the fair market value of the common stock on
      the
      payment date. The maximum amount of any performance bonus payable to a
      participant in any calendar year is $500,000.





***Transferability***




With
      the
      exception of Non-Qualified Stock Options, awards are not transferable other
      than
      by will or by the laws of descent and distribution. Non-Qualified Stock Options
      are transferable on a limited basis. Restricted stock awards are not
      transferable during the restriction period.




32




***Change
      of Control Event***




The
      Plan
      provides for the acceleration of any unvested portion of any outstanding awards
      under the Plan upon a change of control event.




***Termination
      of Employment/Relationship***




Awards
      granted under our Plan that have not vested will generally terminate immediately
      upon the grantee’s termination of employment or business relationship with us or
      any of our subsidiaries for any reason other than retirement with our consent,
      disability or death. The board of directors or a committee of the board may
      determine at the time of the grant that an award agreement should contain
      provisions permitting the grantee to exercise the stock options for any stated
      period after such termination, or for any period the board of directors or
      a
      committee of the board determines to be advisable after the grantee’s employment
      or business relationship with us terminates by reason of retirement, disability,
      death or termination without cause. Incentive Stock Options will, however,
      terminate no more than three months after termination of the optionee’s
      employment, twelve months after termination of the optionee’s employment due to
      disability and three years after termination of the optionee’s employment due to
      death. The board of directors or a committee of the board may permit a deceased
      optionee’s stock options to be exercised by the optionee’s executor or heirs
      during a period acceptable to the board of directors or a committee of the
      board
      following the date of the optionee’s death but such exercise must occur prior to
      the expiration date of the stock option.





***Dilution;
      Substitution***




As
      described above, our Plan will provide protection against substantial dilution
      or enlargement of the rights granted to holders of awards in the event of stock
      splits, recapitalizations, asset acquisitions, consolidations, reorganizations
      or similar transactions. New award rights may, but need not, be substituted
      for
      the awards granted under our Plan, or our obligations with respect to awards
      outstanding under our Plan may, but need not, be assumed by another corporation
      in connection with any asset acquisition, consolidation, acquisition,
      separation, reorganization, sale or distribution of assets, liquidation or
      like
      occurrence in which we are involved. In the event that our Plan is assumed,
      the
      stock issuable with respect to awards previously granted under our Plan shall
      thereafter include the stock of the corporation granting such new option rights
      or assuming our obligations under the Plan.





***Amendment
      of the Plan***




Our
      board
      may amend our Plan at any time. However, without stockholder approval, our
      Plan
      may not be amended in a manner that would:




·
            increase
                the number of shares that may be issued under our
                Plan;


·
            materially
                modify the requirements for eligibility for participation in our
                Plan;


·
            materially
                increase the benefits to participants provided by our Plan;
                or


·
            otherwise
                disqualify our Plan for coverage under Rule 16b-3 promulgated under
                the
                Securities Exchange Act of 1934, as
                amended.




Awards
      previously granted under our Plan may not be impaired or affected by any
      amendment of our Plan, without the consent of the affected
      grantees.




33




**Compensation
      Committee Interlocks and Insider Participation**




We
      do not
      have a compensation committee. As such, the entire board of directors performs
      the function of a compensation committee. The board of directors has made the
      decision that our executive officers will not be compensated until the
      commencement of our operations following the proposed TEC asset acquisition.
      Mark Nordlicht (our Chairman of the Board), Barry Kostiner (our CEO and
      Secretary) and William C. Glass (our President) are executive officers and
      serve
      on our board of directors.




**Compensation
      Committee Report**




We
      do not
      have a compensation committee. However, the board of directors has reviewed
      and
      discussed with management the Compensation Discussion and Analysis contained
      in
      the Annual Report on Form 10-K and determined that it should be included herein.
      The members of the board of directors are: Mark Nordlicht, Barry Kostiner,
      Willam C. Glass, James E. Bashaw, and Albert Helmig.





**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 12, 2007 by:




·
            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.




34




**Name
                and Address of Beneficial Owner(1)**
            
            **Amount
                and**
              **Nature
                of**
              **Beneficial**
              **Ownership**
            
            **Approximate**
              **Percentage
                of**
              **Outstanding**
              **Common**
              **Stock**
            
            **Approximate
                Percentage of**
              **Outstanding
                Common Stock**
              **Beneficially
                Owned Subsequent**
              **to
                Issuance of Shares in**
              **TEC
                Acquisition**Azimuth
                Opportunity,Ltd.(2)
            
            
            1,542,000
            
            
            8.6
            %
            
            6.0
            %J.D.
                Capital Management LLC(3)J.
                David Rogers
            
            
            1,262,000
            
            
            7.0
            %
            
            4.9
            %Millenco,
                L.P./NY(4)Millennium
                Management, L.L.C.Israel
                A. Englander
            
            
            1,935,000
            
            
            10.8
            %
            
            7.5
            %D.
                B. Zwirn Special Opportunities Fund, L.P.(5)
            
            
            1,625,000
            
            
            9.0
            %
            
            6.3
            %D.B.
                Zwirn Special Opportunities Fund, Ltd.HCM/2
                Special Opportunities LLCQVT
                Financial LP(6)
            
            
            1,387,500
            
            
            7.7
            %
            
            5.4
            %Mark
                Nordlicht(7)
            
            
            2,151,000
            
            
            12.0
            %
            
            8.3
            %Barry
                Kostiner(8)
            
            
            933,130
            
            
            5.2
            %
            
            3.6
            %William
                C. Glass(9)
            
            
            270,000
            
            
            1.5
            %
            
            1.0
            %Richard
                Geyser(10)
            
            
            90,000
            
            
            *
            %
            
            *
            %James
                H. Dorman(11)
            
            
            60,000
            
            
            *
            %
            
            *
            %Jim
                L. Troxel(12)
            
            
            60,000
            
            
            *
            %
            
            *
            %Albert
                Helmig
            
            
            45,000
            
            
            *
            
            
            *
            %James
                E. Bashaw(13)
            
            
            45,000
            
            
            *
            %
            
            *
            %All
                directors and executive officers as a
              group
                (8 individuals)
            
            
            3,654,130
            
            
            20.3
            %
            
            14.1
            %


——————


*
            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 (Amendment No. 1) dated December
                  13, 2006
                  filed by Azimuth Opportunity, Ltd. The address of Azimuth Opportunity,
                  Ltd. is c/o WSmiths Finance, Nemours Chambers, P.O. Box 3170, Road
                  Town,
                  Tortola, British Virgin Islands.
 (3)
              Based
                  upon an Initial Statement of Beneficial Ownership of Securities
                  on Form 3
                  dated August 24, 2006 filed by J.D. Capital Management LLC, 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 1,262,000 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.
 (4)
              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.
 (5)
              Based
                  upon a Statement on Schedule 13G dated September 5, 2006 filed
                  by D.B.
                  Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC, Daniel B. Zwirn ,
                  D.B. Zwirn Special Opportunities Fund, L.P. (“Fund L.P.”), D.B. Zwirn
                  Special Opportunities Fund, Ltd. (“Fund Ltd.”) and HCM/Z Special
                  Opportunities LLC (“Opportunities LLC”), D.B. Zwirn & Co., L.P., DBZ
                  GP, LLC, Zwirn Holdings, LLC, and Daniel B. Zwirn may each be deemed
                  the
                  beneficial owner of (i) 573,750 shares of common stock owned by Fund,
                  L.P., (ii) 932,500 shares of common stock owned by Fund, Ltd. and
                  (iii) 118,750 shares of common stock owned by Opportunities LLC. D.B.
                  Zwirn & Co., L.P. is the manager of each of Fund L.P., Fund Ltd. and
                  Opportunities LLC, and, consequently, has voting control and investment
                  discretion over the shares of common stock held by each of the
                  Funds.
                  Furthermore, Daniel B. Zwirn is the managing member of, and thereby
                  controls, Zwirn Holdings, LLC, which in turn is the managing member
                  of
                  and, thereby, controls DBZ GP, LLC, which in turnis
                  the general partner of and thereby controls D.B. Zwirn & Co., L.P. The
                  address of each of the parties is 745 Fifth Avenue, 18th Floor, New
                  York, NY 10151, except for Fund Ltd. which has an address at P.O.
                  Box 896, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman
                  Islands, British West Indies and Opportunities LLC which has an
                  address at
                  Seven Mile Beach, Grand Cayman, Cayman Islands, British West
                  Indies.
   35
  (6)
              Based
                  upon a Statement on Schedule 13G (Amendment No. 1) dated February
                  13, 2007
                  filed by QVT Financial LP, QVT Financial GP LLC, QVT Fund LP, and
                  QVT
                  Associates GP LLC. QVT Financial LP is the investment manager for
                  QVT Fund
                  LP, which beneficially owns 1,162,242 shares of common stock. QVT
                  Financial LP is also the investment manager for a separate discretionary
                  account, which holds 225,258 shares of common stock. QVT Financial
                  LP has
                  the power to direct the vote and disposition of the common stock
                  held by
                  each of the QVT Fund LP and the separate discretionary account.
                  Accordingly, QVT Financial LP may be deemed to be the beneficial
                  owner of
                  an aggregate amount of 1,387,500 shares of common stock. QVT Financial
                  LP
                  is the general partner of QVT Financial LP and QVT Associates GP
                  LLC is
                  the general partner of the QVT Fund LP. The address of each of
                  the parties
                  is 1177 Avenue of the Americas, 9thFloor, New York, New York 10036, except QVT Fund LP whose address
                  is
                  Walkers SPV, Walkers House, P.O. Box 908GT, Mary Street, George
                  Town,
                  Grand Cayman, Cayman Islands.
 (7)
              Includes
                  21,000 shares owned directly by Mr. Nordlicht and
                  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 57th
                  Street, New York, New York 10019.
 (8)
              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.
 (9)
              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.
 (10)
              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.
 (11)
              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.
 (12)
              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.
 (13)
              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. Bashaw 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. Bashaw’s business
                  address is 5200 San Felipe, Houston, Texas
                  77056.





Our
      stockholders other than those who acquired their shares in the IPO, which
      include all of our officers and directors, collectively, beneficially own
      approximately 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.




36




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.




Messrs.
      Mark Nordlicht, our Chairman of the Board, and Barry Kostiner, our CEO and
      a
      director, have made additional purchases of Platinum securities since the IPO.
      Mr. Kostiner has purchased shares of Platinum common stock pursuant to the
      terms
      of a trading plan established in compliance with Rule 10b5-1 of the Securities
      Exchange Act of 1934, as amended. He has also purchased warrants in the open
      market. Mr. Nordlicht has purchased shares of Platinum common stock in the
      open
      market. The open market purchases made by Mr. Kostiner and Mr. Nordlicht were
      made on a discretionary basis. The Company does not believe that Messrs.
      Kostiner or Nordlicht were aware of any material non-public information at
      the
      time of such purchases. However, to the extent that a court were to conclude
      that Mr. Kostiner or Mr. Nordlicht did possess material non-public information
      regarding Platinum at the time of their respective open market purchases of
      securities of Platinum, Mr. Kostiner or Mr. Nordlicht could be subject to claims
      of insider trading violations.




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




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:




37




**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
      existing stockholders’ collective ownership at 20% of our issued and outstanding
      shares of common stock immediately after our IPO.




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 existing stockholders’ collective ownership at
      20% of our issued and outstanding shares of common stock immediately after
      our
      IPO. 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 a registration rights
      agreement. 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 three years from the date of the IPO. 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 made
      available to us certain office and secretarial services, as we may require
      from
      time to time through the consummation of the asset acquisition. 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.




During
      2005, Mark Nordlicht, our chairman of the board, advanced a total of
      approximately $180,000 to us to cover expenses related to the IPO. This loan
      was
      repaid together with interest at a rate of 4% per annum upon consummation of
      the
      IPO. During 2006, Mr.
      Nordlicht advanced to us an aggregate of $75,000 pursuant to two promissory
      notes .
      On
      February 1, 2007, Mr. Nordlicht advance to us $100,000 and, on March 7, 2007,
      Mr. Nordlicht advanced to us an additional $100,000, in each case pursuant
      to a
      promissory note. The notes accrue interest at a rate of 5% per annum and mature
      upon the earlier of the consummation by Platinum of a business combination
      or
      April 28, 2007.




38




We
      have
      reimbursed and will continue to 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 the $7,500 per month administrative fees 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
      above listed Platinum stockholders or to any of their respective affiliates
      for
      services rendered to us prior to or with respect to the business
      combination.




Pursuant
      to an escrow agreement, 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
                28, 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.




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.




39




**Director
      Independence**




Our
      equity securities are not listed on an exchange or automated quotation system
      that requires its listed companies to have independent directors.




Under
      the
      Nasdaq rules, a majority of the board of directors must be comprised of
      independent directors as defined in Nasdaq Rule 4200. Under Nasdaq Rule
      4200(a)(15), an "Independent director" means a person other than an executive
      officer or employee of the company or any other individual having a relationship
      which, in the opinion of the issuer's board of directors, would interfere with
      the exercise of independent judgment in carrying out the responsibilities of
      a
      director. The rule then sets forth a list of persons who are not considered
      independent under these rules. Audit committee members are subject to
      additional, more stringent requirements under Nasdaq Rule 4350(d). Audit
      committee members must: (i) be independent as defined under Rule 4200; (ii)
      meet
      the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities
      Exchange Act of 1934 (subject to the exemptions provided in Exchange Act Rule
      10A-3(c)); (iii) not have participated in the preparation of the financial
      statements of the company or any current subsidiary of the company at any time
      during the past three years; and (iv) be able to read and understand fundamental
      financial statements, including a company's balance sheet, income statement,
      and
      cash flow statement.




Our
      company does not have separately designated audit, compensation or nominating
      committees. If we were to apply the independence requirements for audit
      committee members using the Nasdaq rules described above to our entire board
      of
      directors, the following directors would be considered independent: Albert
      Helmig and James E. Bashaw.





**Item
      14.** **Principal
      Accountant 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 period from inception through 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.





During
      the year ended December 31, 2006, the fees for our principal accountant were
      $122,500 for the review of our Quarterly Reports on Form 10-Q for the quarters
      ended March 31, 2006, June 30, 2006 and September 30, 2006 and the audits of
      our
      financial statements to be included in our Annual Reports on Form 10-K for
      the
      period from inception through December 31, 2005 and for the year ended December
      31, 2006.





**Audit
      Related Fees**




40




During
      the fiscal year ended December 31, 2006, the
      fees
      for our principal accountant were $287,700
      in connection with the proposed acquisition of TEC (financial statements
      included in the Preliminary Proxy Statement, as amended).





**Tax
      Fees**





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





During
      fiscal year 2006, our principal accountant rendered services to us for tax
      compliance in the amount of $4,800, and rendered no services with respect to
      tax
      advice and tax planning.





**All
      Other Fees**





During
      2005 and 2006, 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 28, 2007.




41




**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
            
            Asset
                Acquisition Agreement and Plan of Reorganization, dated as of October
                4,
                2006, among Platinum Energy Resources, Inc., Tandem Energy Corporation
                and
                PER Acquisition Corp.(1)2.2
            
            Amendment
                No. 1 to the Asset Acquisition Agreement and Plan of Reorganization,
                dated
                as of December 6, 2006 among Platinum Energy Resources, Inc., PER
                Acquisition Corp. and Tandem Energy Corporation (2)2.3
            
            Amendment
                No. 2 to the Asset Acquisition Agreement and Plan of Reorganization,
                dated
                as of February 9, 2007 among Platinum Energy Resources, Inc., PER
                Acquisition Corp. and Tandem Energy Corporation (3)3.1
            
            Amended
                and Restated Certificate of Incorporation (4)3.2
            
            By-laws(4)4.1
            
            Specimen
                Unit Certificate (4)4.2
            
            Specimen
                Common Stock Certificate (4)4.3
            
            Specimen
                Warrant Certificate (4)4.4
            
            Warrant
                Agreement between American Stock Transfer & Trust Company and the
                Company (4)4.5
            
            Form
                of Unit Purchase Option to be granted to Representatives
                (4)4.6
            
            Warrant
                Clarification and Confirmation Agreement, dated as of November 3,
                2006,
                between Platinum Energy Resources, Inc. and American Stock Transfer
                and
                Trust Company (5)4.7
            
            Amendment
                to Unit Purchase Options, dated as of November 3, 2006, among Platinum
                Energy Resources, Inc. and the holders of Unit Purchase Options
                (5)10.1
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Mark Nordlicht
                (4)10.2
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Barry Kostiner
                (4)10.3
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and William C.
                Glass
                (4)10.4
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Richard Geyser
                (4)10.5
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James E. Bashaw
                (4)




42




10.6
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and James H. Dorman
                (4)10.7
            
            Letter
                Agreement among the Company, Casimir Capital L.P. and Albert Helmig
                (4)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 (4)10.10
            
            Stock
                Escrow Agreement between the Company, American Stock Transfer & Trust
                Company and the certain initial stockholders of the Company
                (4)10.11
            
            Services
                Agreement between Platinum Partners Value Arbitrage, L.P. and the
                Company
                (4)10.12
            
            Form
                of Registration Rights Agreement among the Company and certain initial
                stockholders of the Company (4)10.13
            
            Finder’s
                Agreement, dated as of October 26, 2006, between the Company and
                Lance
                Ducan (6)10.14
            
            Consulting
                Agreement, dated as of October 26, 2006, between the Company and
                Lance
                Duncan (6)14
            
            Code
                of Conduct and Ethics (7)21
            
            Subsidiaries
                of the Company (7)24
            
            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
      October 11, 2006


(2)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      December 12, 2006


(3)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      February 15, 2007


(4)
      Incorporation by reference to the Company’s Registration Statement on Form S-1,
      as amended (Registration No. 333-125687)


(5)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      November 9, 2006


(6)
      Incorporated by reference to the Company’s Current Report on Form 8-K dated
      November 1, 2006


(7)
      Incorporated by reference to the Company’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 2005 filed on March 24, 2006




43





**PLATINUM
      ENERGY RESOURCES, INC.**




**INDEX
      TO FINANCIAL STATEMENTS**




Report
                  of Independent Registered Public Accounting Firm
              
              F-2Financial
                  Statements:Balance
                  Sheets
              
              F-3Statements
                  of Operations
              
              F-4Statements
                  of Stockholders’ Equity
              
              F-5Statements
                  of Cash Flows
              
              F-6Notes
                  to Financial Statements
              
              F-7
  F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








To
      the
      Board of Directors and Stockholders


of
      Platinum Energy Resources, Inc. and Subsidiary





We
      have
      audited the accompanying consolidated balance sheets of Platinum Energy
      Resources, Inc. and Subsidiary (the “Company”) as of December 31, 2006 and 2005,
      and the related consolidated statements of operations, changes in stockholders’
equity and cash flows for the year ended December 31, 2006 and for the period
      from April 25, 2005 (inception) to December 31, 2005, and for the period from
      April 25, 2005 (inception) to December 31, 2006. 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 audits 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. 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 audits provide 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.
      and
      Subsidiary as of December 31, 2006 and 2005, and the results of its operations
      and its cash flows for the year ended December 31, 2006 and for the period
      from
      April 25, 2005 (inception) to December 31, 2005, and for the period from April
      25, 2005 (inception) to December 31, 2006 in conformity with United States
      generally accepted accounting principles





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, 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 (as defined) prior to April 28, 2007 or October 28, 2007,
      if certain extension criteria have been satisfied. These conditions raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans regarding those matters are described in Note 2. The financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.





We
      have
      also audited, in accordance with the standards of the Public Company Accounting
      Oversight Board (United States), the effectiveness of the Company’s internal
      control over financial reporting as of December 31, 2006, based on the criteria
      established in Internal Control-Integrated Framework issued by the Committee
      of
      Sponsoring Organizations of the Treadway Commission and our report dated March
      29, 2007, expressed an unqualified opinion on management’s assessment of the
      effectiveness of the Company’s internal control over financial reporting and an
      unqualified opinion on the effectiveness of the Company’s internal control over
      financial reporting.





/s/
      Marcum & Kliegman LLP





New
      York,
      New York


March
      29,
      2007




F-2


**PLATINUM
        ENERGY RESOURCES, INC.** **AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
  **CONSOLIDATED
        BALANCE SHEETS**
  **December
                  31,****2006**
              
              **2005****ASSETS**Current
                  AssetsCash
              
              $
              —
              
              $
              902,498Cash
                  and cash equivalents held in trust
              
              
              109,213,492
              
              
              105,884,102Prepaid
                  expenses and other current assets
              
              
              79,526
              
              
              118,711Total
                  Current Assets
              
              
              109,293,018
              
              
              106,905,311Deferred
                  acquisition costs
              
              
              1,662,632
              
              
              —Total
                  Assets
              
              $
              110,955,650
              
              $
              106,905,311**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  LiabilitiesAccounts
                  payable and accrued expenses
              
              $
              1,471,167
              
              $
              87,795Due
                  to related party
              
              
              85,585
              
              
              16,875Notes
                  payable - stockholder
              
              
              75,000
              
              
              —Income
                  taxes payable - state
              
              
              130,960
              
              
              28,100Total
                  Current Liabilities
              
              
              1,762,712
              
              
              132,770Common
                  stock subject to possible redemption, 2,878,560 shares at conversion
                  value
              
              
              21,831,777
              
              
              21,071,059CommitmentsStockholders’
                  EquityPreferred
                  stock, $.0001 par value, 1,000,000 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
              
              
              1,512
              
              
              1,512Additional
                  paid-in capital
              
              
              85,424,242
              
              
              85,424,242Earnings
                  accumulated during the development stage
              
              
              1,935,407
              
              
              275,728Total
                  Stockholders’ Equity
              
              
              87,361,161
              
              
              85,701,482Total
                  Liabilities and Stockholders’ Equity
              
              $
              110,955,650
              
              $
              106,905,311
  *See
            notes to consolidated financial statements.*
  F-3
  **PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
  **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
  **Year
                  Ended**
                **December 31,**
                **2006**
              
              **Period
                  from**
                **April
                  25,**
                **2005**
                **(Inception)**
                **to
                  December 31**
                **2005**
              
              **Cumulative**
                **for
                  the**
                **Period
                  from**
                **April
                  25,**
                **2005**
                **(Inception)**
                **to
                  December 31,**
                **2006**Operating
                  ExpensesAdministrative
                  cost allowance - related party
              
              $
              68,710
              
              $
              16,875
              
              $
              85,585Marketing,
                  general and administrative
                  expenses
              
              
              717,590
              
              
              150,399
              
              
              867,989Total
                  operating expenses
              
              
              786,300
              
              
              167,274
              
              
              953,574Other
                  Income (Expenses)Interest
                  income, net of interest allocated to commonstock
                  subject to possible redemption of $760,718, $0and
                  $760,718
              
              
              2,568,672
              
              
              476,102
              
              
              3,044,774Interest
                  (expense)
              
              
              (2,693)
              
              
              (5,000
              )
              
              (7,693
              )Total
                  other income (expense)
              
              
              2,565,979
              
              
              471,102
              
              
              3,037,081Net
                  Income Before Income Taxes
              
              
              1,779,679
              
              
              303,828
              
              
              2,083,507Provision
                  For Income Taxes
              
              
              120,000
              
              
              28,100
              
              
              148,100Net
                  Income
              
              $
              1,659,679
              
              $
              275,728
              
              $
              1,935,407Weighted
                  Average Number Of Common Shares:Basic
              
              
              15,121,440
              
              
              6,549,489Diluted
              
              
              17,479,194
              
              
              6,980,246Net
                  Income Per Common Share:Basic
              
              $
              0.11
              
              $
              0.04Diluted
              
              $
              0.09
              
              $
              0.04
  *See
            notes to consolidated financial statements.*
  F-4
  **PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
  **CONSOLIDATED
        STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**
  **Common
                  Stock****Shares**
              
              
              **Amount**
              
              
              **Additional****Paid-in****Capital**
              
              
              **Earnings****Accumulated****During
                  the****Development****Stage**
              
              
              **Total****Stockholders’****Equity**Common
                  shares issued to founders forcash,
                  May 6, 2005 at $.0077 per share
              
              
              3,250,000
              
              $
              325
              
              $
              24,675
              
              $
              —
              
              $
              25,000Retroactive
                  effect of common stockdividend,
                  declared September 23, 2005
              
              
              1,250,000
              
              
              125
              
              
              (125
              )
              
              —
              
              
              —Retroactive
                  effect of four-for-fivereverse
                  split effected October 21, 2005
              
              
              (900,000
              )
              
              (90
              )
              
              90
              
              
              —
              
              
              —Sale
                  of 14,400,000 units, net ofunderwriters’
                  discount and offeringexpenses
                  (includes 2,878,560 shares subject to possibleconversion),
                  October 28, 2005 at$8.00
                  per Unit
              
              
              14,400,000
              
              
              1,440
              
              
              106,470,273
              
              
              —
              
              
              106,471,713Proceeds
                  subject to possible conversionof
                  2,878,560 shares, October 28, 2005at
                  $7.32 per Unit
              
              
              (2,878,560
              )
              
              (288
              )
              
              (21,070,771
              )
              
              —
              
              
              (21,071,059
              )Proceeds
                  from issuance of option,October
                  28, 2005
              
              
              —
              
              
              —
              
              
              100
              
              
              —
              
              
              100Net
                  income, for the period fromApril 25,
                  2005 (Inception) to December 31, 2005
              
              
              —
              
              
              —
              
              
              —
              
              
              275,728
              
              
              275,728Balance
                  at December 31, 2005
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              275,728
              
              
              85,701,482Net
                  income, for the year ended December 31, 2006
              
              
              —
              
              
              —
              
              
              —
              
              
              1,659,679
              
              
              1,659,679Balance
                  at December 31, 2006
              
              
              15,121,440
              
              $
              1,512
              
              $
              85,424,242
              
              $
              1,935,407
              
              $
              87,361,161
  *See
              notes to consolidated financial statements.*
  F-5
 **PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
  **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
  **Year
                  Ended**
                **December 31,**
                **2006**
              
              **Period
                  from**
                **April 25,
                  2005**
                **(Inception)
                  to**
                **December 31,**
                **2005**
              
              **Cumulative
                  for**
                **the
                  Period from**
                **April 25,
                  2005**
                **(Inception)
                  to**
                **December 31,**
                **2006**Cash
                  Flows From Operating ActivitiesNet
                  income
              
              $
              1,659,679
              
              $
              275,728
              
              $
              1,935,407Changes
                  in operating assets and liabilities:
              
              
              
              
              
              
              
              
              —Prepaid
                  expenses and other current assets
              
              
              39,185
              
              
              (118,711
              )
              
              (79,526
              )Accounts
                  payable and accrued expenses
              
              
              241,273
              
              
              87,795
              
              
              329,068Due
                  to related party
              
              
              68,710
              
              
              16,875
              
              
              85,585Income
                  taxes payable - State
              
              
              102,860
              
              
              28,100
              
              
              130,960Net
                  cash provided by operating activities
              
              
              2,111,707
              
              
              289,787
              
              
              2,401,494Cash
                  Flows From Investing ActivitiesDeposits
                  in to cash and cash equivalents held in Trust Fund
              
              
              (3,329,390
              )
              
              (105,884,102
              )
              
              (109,213,492
              )Payment
                  of performance deposit
              
              
              (500,000
              )
              
              —
              
              
              (500,000
              )Recovery
                  of performance deposit upon restructuring
              
              
              500,000
              
              
              —
              
              
              500,000Payment
                  of deferred acquisition costs
              
              
              (520,533
              )
              
              —
              
              
              (520,533
              )Net
                  cash used in investing activities
              
              
              (3,849,923
              )
              
              (105,884,102
              )
              
              (109,734,025
              )Cash
                  Flows From Financing ActivitiesInterest
                  on cash held in trust, allocated to common stock subject to possible
                  redemption
              
              
              760,718
              
              
              —
              
              
              760,718Proceeds
                  from the sale of common stock
              
              
              —
              
              
              25,000
              
              
              25,000Proceeds
                  from notes payable-stockholder
              
              
              75,000
              
              
              180,000
              
              
              255,000Repayment
                  of note payable-stockholder
              
              
              —
              
              
              (180,000
              )
              
              (180,000
              )Gross
                  proceeds of public offering
              
              
              —
              
              
              115,200,000
              
              
              115,200,000Payments
                  of costs of public offering
              
              
              —
              
              
              (8,728,287
              )
              
              (8,728,287
              )Proceeds
                  from issuance of underwriter’s stock option
              
              
              —
              
              
              100
              
              
              100Net
                  cash provided by financing activities
              
              
              835,718
              
              
              106,496,813
              
              
              107,332,531Net
                  (Decrease) Increase in Cash
              
              
              (902,498
              )
              
              902,498
              
              
              —Cash
                  - Beginning of the Period
              
              
              902,498
              
              
              —
              
              
              —Cash
                  - End of Period
              
              $
              —
              
              $
              902,498
              
              $
              —SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              2,693
              
              $
              5,000Income
                  taxes
              
              $
              17,140
              
              $
              —Non-Cash
                  Investing and Financing Activities:Deferred
                  acquisition costs accrued and deferred
              
              $
              1,142,099
              
              $
              —
   *See
              notes to consolidated financial statements.*
  F-6
 Platinum
        Energy Resources Inc. and
        Subsidiary
 (A
        Development Stage
        Enterprise)
 Notes
        to Consolidated Financial
        Statements


**NOTE
      1 - Organization, business and operations**




Platinum
      Energy Resources, Inc. and subsidiary (a development stage enterprise) (the
      “Company”) was incorporated in Delaware on April 25, 2005 as a blank check
      company. The Company’s objective is to acquire an operating business in the
      energy industry.





As
      of
      December 31, 2006, the Company had not yet commenced any commercial operations.
      All activities through December 31, 2006 relate to the Company's formation,
      the
      completion of the public offering described below and the of the Asset
      Acquisition transaction, as described in Note 5. The accompanying consolidated
      financial statements have been prepared in accordance with Statement of
      Financial Accounting Standards (“SFAS”) No. 7, Development Stage Enterprises,
      since planned principal operations have not commenced.




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 4 - “Initial Public Offering,” 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 5 - “Business Combination,”
for a discussion of a definitive Asset Acquisition Agreement and Plan of
      Reorganization entered into on October 4, 2006, as amended, which was entered
      into following the restructuring of the transactions contemplated by the
      Agreement and Plan of Merger entered into on January 26, 2006 with the same
      parties.




F-7


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements






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 less than 20% 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. These conditions raise substantial doubt as to
      the
      Company’s ability to continue as a going concern (See Note 2 for Management
      Plans). 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
      in the Offering discussed in Note 3 - “Initial Public Offering”).





**NOTE
      2 - Managements Plans**





Management
      believes that it will consummate the Asset Acquisition described in Note 5
      and
      that it will have sufficient available funds (outside of the trust fund) to
      operate through the consummation of the Asset Acquisition. The principal sources
      of these funds will be from loans advanced from certain stockholders of the
      Company. Upon consummation of the Asset Acquisition, cash held in trust will
      be
      released after the payment of debt pursuant to the Asset Acquisition and payment
      to stockholders exercising their conversion rights as described in Note
      1.





There
      can
      be no assurance that the acquisition described in Note 5 will be consummated.
      Should this Business Combination, or another qualifying Business Combination,
      not be reduced to a definitive agreement by April 28, 2007 and consummated
      by
      October 28, 2007, the Company would be required to return the funds held in
      trust to holders of shares issued in the Initial Public Offering described
      in
      Note 4, as a mandatory liquidating distribution, pursuant to a plan of
      dissolution and liquidation approved by the stockholders.




**NOTE
      3 - Summary of Significant Accounting Policies**





*Principles
      of Consolidation*




The
      consolidated financial statements of the Company include the accounts of the
      Company and its wholly-owned subsidiary PER Acquisition Corp, (“PER”) after
      elimination of all intercompany accounts and transactions. PER was organized
      as
      a Delaware corporation on January 25, 2006 for the purpose of merging into
      Tandem Energy Holdings, Inc. (“Tandem”) See Note 5 -  "Business
      Combination" for a discussion of a definitive agreement and plan of merger
      entered into January 26, 2006, which agreement was subsequently terminated
      and
      replaced by a definitive Asset Acquisition Agreement and Plan of Reorganization
      entered into on October 4, 2006.




F-8


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements






*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*




The
      Company follows the provisions of SFAS No. 128, “Earnings Per Share”. In
      accordance with SFAS No. 128, earnings per common share amounts (“Basic EPS”)
      were computed by dividing earnings by the weighted average number of common
      shares outstanding for the period. Earnings per common share amounts, assuming
      dilution (“Diluted EPS”), were computed by reflecting the potential dilution
      from the exercise of dilutive common stock purchase warrants. SFAS No. 128
      requires the presentation of both Basic EPS and Diluted EPS on the face of
      the
      consolidated statements of operations.





A
      reconciliation between the numerators and denominators of the Basic and Diluted
      EPS computations for earnings is as follows.








Year
                Ended December 31, 2006Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            1,659,679
            
            
            15,121,440
            
            $
            0.11**Effect
                of Dilutive Securities**Warrants
            
            
            -
            
            
            2,357,754
            
            
            (0.02
            )Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            1,659,679
            
            
            17,479,194
            
            $
            0.09




Year
                Ended December 31, 2005Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            275,728
            
            
            6,549,489
            
            $
            0.04**Effect
                of Dilutive Securities**Warrants
            
            
            -
            
            
            430,757
            
            $
            0.00
                .Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            275,728
            
            
            6,980,246
            
            $
            0.04




F-9


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements






The
      Company has determined that the Warrants contained in the Units sold in the
      IPO
      (see Note 4) are dilutive and accordingly has included the affects of the
      Warrants in Diluted EPS using the Treasury Stock Method. An option to purchase
      720,000 Units was excluded in the computation of diluted EPS for the years
      ended
      December 31, 2006 and the period from April 25, 2005 (inception) to December
      31,
      2005 because the option price exceeded the average market price for the Units
      in
      these periods.




*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.







*Concentration
      of Credit Risk*





From
      time
      to time the Company has cash and cash equivalents balances in banks in excess
      of
      the maximum amount insured by the FDIC.





*Cash
      and Cash Equivalents*





The
      Company considers all highly liquid debt instruments with an initial maturity
      of
      three months or less to be cash equivalents.








*Recent
      Accounting pronouncements*




In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation 48, "Accounting for Uncertainty in Income Taxes--an
      interpretation of FASB Statement No. 109" ("FIN 48"), which prescribes a
      recognition threshold and measurement process for recording in the financial
      statements uncertain tax positions taken or expected to be taken in a tax
      return. Additionally, FIN 48 provides guidance on the recognition,
      classification, accounting in interim periods and disclosure requirements for
      uncertain tax positions. The accounting provisions of FIN 48 will be effective
      for the Company beginning January 1, 2007. The Company is in the process of
      determining the effect, if any, that the adoption of FIN 48 will have on its
      financial statements.




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements.* SFAS
      No.
      157 provides guidance for using fair value to measure assets and liabilities.
      In
      addition, this statement defines fair value, establishes a framework for
      measuring fair value, and expands disclosures about fair value measurements.
      Where applicable, this statement simplifies and codifies related guidance within
      generally accepted accounting principles. This statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company’s adoption of SFAS
      No. 157 is not expected to have a material effect on its financial
      statements.




F-10


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements






In
      September 2006, the staff of the Securities and Exchange Commission issued
      Staff
      Accounting Bulletin No. 108 (“SAB 108”) which provides interpretive guidance on
      how the effects of the carryover or reversal of prior year misstatements should
      be considered in quantifying a current misstatement. SAB 108 was effective
      in
      fiscal years ending after November 15, 2006. Adoption of SAB 108 did not have
      a
      material impact on the Company’s financial position, results of operations or
      cash flows.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
      provides companies with an option to report selected financial assets and
      liabilities at fair value.  The objective of SFAS 159 is to reduce
      both complexity in accounting for financial instruments and the volatility
      in
      earnings caused by measuring related assets and liabilities differently.
      Generally accepted accounting principles have required different measurement
      attributes for different assets and liabilities that can create artificial
      volatility in earnings.  The FASB has indicated it believes that
      SFAS 159 helps to mitigate this type of accounting-induced volatility by
      enabling companies to report related assets and liabilities at fair value,
      which
      would likely reduce the need for companies to comply with detailed rules for
      hedge accounting. SFAS 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between companies that choose
      different measurement attributes for similar types of assets and liabilities.
      SFAS 159 does not eliminate disclosure requirements included in other
      accounting standards, including requirements for disclosures about fair value
      measurements included in SFAS 157 and SFAS No. 107, “Disclosures about Fair
      Value of Financial Instruments.” SFAS 159 is effective for the Company as of the
      beginning of fiscal year 2008. The Company has not yet determined the impact
      SFAS 159 may have on its consolidated financial position, results of operations,
      or cash flows.




**NOTE
      4 - 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, $0.0001 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
      on 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 $0.01 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.




F-11


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements




In
      connection with the Offering, the Company issued an option (the “Units Purchase
      Option” or “UPO”), for $100.00, to the representative of the underwriters to
      purchase up to 720,000 Units at an exercise price of $10.00 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.





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 National
      Association of Securities Dealers (“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
      a recapitalization, reorganization, merger or consolidation. However, the option
      will not be adjusted for issuances of common stock at a price below its exercise
      price.




Should
      the Company be unable to deliver shares of its common stock underlying the
      exercise of the Warrants included in the Units and shares of its common stock
      underlying the exercise of the Company’s Unit Purchase Option as a result of the
      absence of an effective registration statement with respect to these securities,
      then the Warrants and the UPO would not be exercisable and the Company will
      have
      no obligation to pay holders of the Warrants and UPO any cash or otherwise
“net
      cash settle” the Warrant or the UPO. In this event, the Warrants and UPO may
      expire worthless.




The
      Company has accounted for the fair value of the option, inclusive of the receipt
      of the $100.00 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 ($0.168 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: (i) expected volatility of 49.65%, (ii) risk-free interest rate
      of
      4.34%, (iii) expected life of 5 years and (iv) a dividend rate of
      zero.




F-12


Platinum
        Energy Resources Inc. and
        Subsidiary
 (A
        Development Stage
        Enterprise)
 Notes
        to Consolidated Financial
        Statements


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 $407.0 million, ranging from $309.0 million to $595.0
      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
      5 - Proposed Business Combination**




On
      January 26, 2006, the Company announced that it had executed a definitive
      agreement and plan of merger with Tandem Energy Holdings, Inc., a Nevada
      corporation, which was amended on June 30, 2006 and July 31, 2006, pursuant
      to
      which, subject to satisfaction of the conditions contained in the merger
      agreement, our wholly-owned subsidiary, PER Acquisition Corp., would 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 contemplated the merger of the Company’s
      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.





On
      October 4, 2006, Platinum, the Company’s wholly-owned subsidiary, PER
      Acquisition Corp., and Tandem restructured their previously announced merger
      and
      Platinum, PER Acquisition Corp. and Tandem’s wholly-owned subsidiary Tandem
      Energy Corporation (“TEC”) entered into an Asset Acquisition Agreement and Plan
      of Reorganization (the “Asset Acquisition”) pursuant to which Platinum will
      acquire substantially all of the assets and assume substantially all of the
      liabilities of TEC, including approximately $42 million of TEC’s debt which will
      be retired at closing, in exchange for the issuance of approximately eight
      million shares of Platinum common stock to TEC. The total number of shares
      to be
      received by TEC will be determined by dividing $60 million by the per share
      cash
      value of Platinum’s IPO trust account, which is determined by dividing the
      amount held in trust by 14,400,000 (the number of shares issued in Platinum’s
      IPO). The per share cash value was $7.58 at December 31, 2006. In connection
      with the restructured transaction, Tandem returned $350,000 of the performance
      deposit associated with the original Merger Transaction to the Company. The
      remaining balance of $150,000 is to be applied towards the payment of Tandem/TEC
      transaction costs incurred in connection with the Asset Acquisition. After
      the
      consummation of the Asset Acquisition, TEC and its parent, Tandem, will
      liquidate and distribute the Platinum shares to Tandem’s
      stockholders.





F-13


Platinum
      Energy Resources Inc. and
      Subsidiary


(A
      Development Stage
      Enterprise)


Notes
      to Consolidated Financial
      Statements






The
      closing of the Asset Acquisition is subject to various closing conditions,
      including the filing of a proxy statement with the U.S. Securities and Exchange
      Commission, approval of the Asset Acquisition 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 Asset Acquisition and electing to convert their shares of the
      Company common stock into cash, as permitted by the Company’s amended
      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 in accordance with the vote of the majority of the
      non-affiliated public stockholders on the Asset Acquisition.





The
      parties have made customary representations and warranties and covenants in
      the
      Asset Acquisition agreement. In addition, TEC 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 Asset Acquisition agreement. The Asset Purchase Agreement
      contains certain termination rights for both the Company and TEC.





On
      December 6, 2006, Platinum executed an amendment to the Asset Acquisition
      agreement. In accordance with the Asset Acquisition agreement, following the
      consummation of the transaction, TEC will dissolve and in connection therewith
      transfer the shares of Platinum common stock to Tandem, its sole stockholder.
      In
      the amendment to the Asset Acquisition agreement, Platinum has agreed to
      register such shares for distribution to the stockholders of Tandem upon the
      contemplated dissolution of Tandem.




In
      connection with the Asset Purchase Agreement:




a.
            The Company retained C.K. Cooper
&
                Company, Inc., an investment banking firm, to provide a fairness
                opinion
                as to whether the consideration to be paid by the Company in the
                Asset
                Acquisition is fair, from a financial point of view, to the Company’s
                stockholders and that the fair value of TEC is at least equal to
                80% of
                the Company’s net assets. C.K. Cooper was originally retained to provide a
                fairness opinion in connection with the previously proposed merger
                with
                Tandem and was paid $50,000 at that time. In October 2006, the Company,
                entered into a letter agreement with C.K. Cooper to provide a fairness
                opinion in connection with respect to the Asset Acquisition agreement,
                with $25,000 paid upon execution of the arrangement and an additional
                $25,000 due upon closing of the Asset Acquisition.  b.
            In
                connection with the Asset Acquisition Agreement, the Company entered
                into
                a Finders Agreement with Mr. Lance Duncan, an individual with prior
                affiliations with Tandem, who had been given limited authority by
                Tandem
                management to act on its behalf. Pursuant to the Finders Agreement,
                the
                Company agreed to pay Mr. Duncan a fee of $3.0 million at the consummation
                of the Asset Purchase agreement in consideration for his introduction
                of
                TEC to Platinum. The Company also entered into a Consulting Agreement
                pursuant to which the Company agreed to issue to Mr. Duncan over
                an
                18-month period following the consummation of the Asset Acquisition
                agreement restricted shares of the Company’s common stock valued at $5.0
                million in consideration of future consulting services, including
                the
                investigation and evaluation of enterprises in the energy industry,
                focusing on oil and gas, with a view to possible future acquisition
                and,
                if warranted, to assist in the scheduling of meetings, site inspections
                and due diligence investigations between the parties, as
                applicable.




F-14


Platinum
        Energy Resources Inc. and
        Subsidiary
 (A
        Development Stage
        Enterprise)
 Notes
        to Consolidated Financial
        Statements


Deferred
      acquisition and financing costs reflected on the consolidated balance sheet
      as
      of December 31, 2006, includes costs principally incurred in connection with
      the
      Tandem transaction, including due diligence related costs, fair value
      consultants and other fees.




**NOTE
      6 - Note Payable - Stockholder**





In
      May
      2006 and August 2006, the Company received $50,000 and $25,000 from the proceeds
      of a note payable to an officer and stockholder of the Company. The notes bear
      interest at 5% per annum and are due on the earlier of (i) April 28, 2007 or
      (ii) upon the consummation of the Asset Purchase Agreement.




**NOTE
      7 - Commitments**




a.
      As of
      December 31, 2006 the Company occupied office space provided by an affiliate
      of
      a Founding Stockholder. Such affiliate has agreed that, until the acquisition
      of
      a target business by the Company, it will make such office space, as well as
      certain office and secretarial services, available to the Company, as may be
      required by the Company from time to time. The Company 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, 2006 and 2005, $85,585 and
      $16,875, respectively, was 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.





b.
      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
      advanced notice. Pursuant to a termination agreement, the
      Company received a refund of advanced rent and of the security deposit
      aggregating $17,063 in the year ended December 31, 2006, which was included
      in
      prepaid expenses and other current assets on the balance sheet as of December
      31, 2005.




c.
      In
      February 2006, the Company entered into an operating facilities sublease
      arrangement in New Jersey. The term of the sublease commenced on March 1, 2006
      and expires February 28, 2009. Future mininimum payments under this sublease
      arrangement, including executory costs, approximates $20,000 for each of the
      years ending December 31, 2007 and 2008 and $3,333 for the year ending December
      31, 2009.




d.
      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 Securities and Exchange Commission
      (“SEC”), the Company has agreed to pay 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 an effective prospectus 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:




F-15


Platinum
        Energy Resources Inc. and
        Subsidiary
 (A
        Development Stage
        Enterprise)
 Notes
        to Consolidated Financial
        Statements


·
            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.





e.
      On
      March 20, 2006, the board of directors of the Company approved its 2006
      Long-Term Incentive Plan (the “Plan”) subject to approval and consummation of
      the Asset Acquisition with TEC and to the approval of the Company’s
      stockholders. If the asset acquisition proposal is not approved and/or the
      asset
      acquisition is not consummated, the Plan will not be effective. Under the
      proposed Plan, the Company may grant incentive and non-qualified stock options,
      stock appreciation rights, performance units, restricted stock awards and
      performance bonuses, or collectively, awards, to officers and key employees.
      In
      addition, the Plan authorizes the grant of non-qualified stock options and
      restricted stock awards to directors and to any independent contractors and
      consultants. Generally, all classes of employees are eligible to participate
      in
      the Plan.





No
      options, restricted stock or other awards under the Plan have been made or
      committed to be made as of the date of hereof.




The
      Company has reserved a maximum of 4 million shares of our authorized common
      stock for issuance upon the exercise of awards to be granted pursuant to the
      Plan.





**Note
      8 - Income Taxes**





The
      Company utilizes an asset and liability approach to determine the extent of
      any
      deferred income taxes, as described in SFAS No. 109, “Accounting for Income
      Taxes.” This method gives consideration to the future tax consequences
      associated with differences between financial statement and tax bases of assets
      and liabilities.





The
      provision for income taxes for the year ended December 31, 2006 and the period
      April 25, 2005 (inception) to December 31, 2005 is comprised of current New
      Jersey state income taxes.




F-16


Platinum
        Energy Resources Inc. and
        Subsidiary
 (A
        Development Stage
        Enterprise)
 Notes
        to Consolidated Financial
        Statements


A
      reconciliation of the federal statutory income tax rate to the Company’s
      effective tax rate as reported is as follows:


2006
              
              2005Taxes
                  at federal statutory rate
              
              
              34.0
              %
              
              34.0
              %State
                  income tax net of federal benefit
              
              
              4.5
              %
              
              6.1
              %Non
                  taxable income - interest
              
              
              (49.1
              )%
              
              (53.3
              )%Non
                  deductible expenses
              
              
              1.0
              %
              
              1.2
              %Increase
                  in valuation allowance
              
              
              16.3
              %
              
              21.2
              %Effective
                  income tax rate
              
              
              6.7
              %
              
              9.2
              %




Significant
      components of deferred tax assets and liabilities at December 31, 2006 are
      as
      follows:




2006
              
              2005Deferred
                  expenses - start-up costs
              
              $
              356,000
              
              $
              64,000Less:
                  valuation allowance
              
              
              356,000
              
              
              64,000Net
                  deferred tax assets
              
              $
              --
              
              $
              --








The
      Company has recorded a full valuation allowance against its net deferred tax
      assets at December 31, 2006 since management believes that based upon current
      available objective evidence it is more likely than not that the deferred tax
      assets at December 31, 2006 will not be realized.





The
      valuation allowance for deferred tax assets increased by approximately $292,000
      for the year ended December 31, 2006 and by approximately $64,000 for the period
      from April 25, 2005 (inception) through December 31, 2005.





**Note
      9 - Subsequent Events**





a.
      On
      February 1, 2007, the Company received $100,000 from the proceeds of a note
      payable to an officer and stockholder of the Company. On March 7, 2007, the
      Company received an additional $100,000 from the proceeds of a note payable
      to
      this officer and stockholder of the Company. The notes bears interest at 5%
      per
      annum and are due on the earlier of (i) April 28, 2007 or (ii) upon the
      consummation of the Asset Acquisition agreement. As of March 7, 2007, the
      Company was indebted to this officer and stockholder in the aggregate amount
      of
      $275,000 pursuant to notes payable.





b.
      On
      February 9, 2007, Platinum and TEC executed an amendment to the Asset
      Acquisition agreement which extends the date by which either party may terminate
      the Asset Acquisition agreement to March 31, 2007.





c.
      On
      March 29, 2007, Platinum and TEC executed an amendment to the Asset Acquisition
      agreement which extends the date by which either party may terminate the Asset
      Acquisition agreement to May 31, 2007.




F-17




**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
                Nordlicht
              Chairman
                of the BoardDate:
                March 30, 2007




____________________




**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
                30, 2007/s/
                Barry KostinerBarry
                Kostiner
            
            Chief
                Executive Officer, Secretary and Director
            
            March
                30, 2007/s/
                William C. GlassWilliam
                C. Glass
            
            President
                and Director
            
            March
                30, 2007/s/
                James E. Bashaw
            
            Director
            
            March
                30, 2007James
                E. Bashaw/s/
                Albert Helmig
            
            Director
            
            March
                30, 2007Albert
                Helmig