UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 FORM 10-KSB/A
 (Amendment No. 1)
 (Mark
One)
 þ
                
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 for
the fiscal year ended March 31, 2008.
 r
                
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
 for
the transition period from  to .
   Commission
File No. 000-28335
  
  Platina Energy Group
Inc.
 (Name of
small business issuer in its charter)
 Delaware
                
                84-1080043(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification No.)14850
      MONTFORT DR. SUITE 131, DALLAS, TEXAS
                
                75254(Address
      of principal executive offices)
                
                (Zip
      Code)
 Issuer’s
telephone number: (972)
458-9600
 Securities
registered pursuant to Section 12(b) of the Act:
 Title
      of each class
                
                Name
      of each exchange on which registeredNone
                
                None
  Securities
registered pursuant to Section 12(b) of the Act:  None
 Securities
registered pursuant to Section 12(g) of the Act:  Common
Stock, Par Value $.001 Per Share
  Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.
 o þ
  Check
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 þ      
No r
  Check if
there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B not contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. o
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o
      No þ
  State
issuer's revenues for its most recent fiscal year: $116,863.
 
 The
aggregate market value of the registrant’s voting common stock held by
non-affiliates on July 11, 2008 was approximately $17,035,008, based on the
closing price of such stock on such date.
 (ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 Check
whether the Issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.
 Yes o
      No o
 (APPLICABLE
ONLY TO CORPORATE ISSUERS)
 State the
number of shares of the outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
 The
number of shares of the registrant's common stock issued as as of July 10, 2008
was 143,746,582, of which 125,746,582 are outstanding.
 Transitional Small Business
Disclosure Format (check one): Yes r     
No þ
   
 TABLE OF CONTENTS
  PART I
 ITEM 1. and ITEM 2. DESCRIPTION
OF BUSINESS AND PROPERTIES
 ITEM 3. LEGAL PROCEEDINGS
 ITEM 4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
  PART II
 ITEM 5. MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES
 ITEM 6. MANAGEMENTS DISCUSSION
AND ANALYSIS
 ITEM 7. FINANCIAL STATEMENTS
 ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 ITEM 8A. CONTROLS AND PROCEDURES
 ITEM 8B. OTHER INFORMATION
  PART III
 ITEM 9. DIRECTOR, EXECUTIVE
OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
 ITEM 10. EXECUTIVE COMPENSATION
 ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 ITEM 12. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 ITEM 13. EXHIBITS
 ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES
  SIGNATURES
   Table of Contents
  Forward-Looking
Statements
  This
Annual Report on Form 10-KSB (the "Annual Report") contains "forward-looking
statements" that represent management's beliefs, projections and predictions
about future events. All statements other than statements of historical fact are
"forward-looking statements", including any projections of earnings, revenue or
other financial items, any statements relating to plans, strategies and
objectives of management for future operations including statements concerning
proposed new projects or other developments, statements regarding future
economic conditions or performance, statements of management's beliefs, goals,
strategies, intentions and objectives, as well as statements of assumptions
underlying any of the foregoing. Words such as "may", "will", "should", "could",
"would", "predicts", "potential", "continue", "expects", "anticipates",
"future", "intends", "plans", "believes", "estimates" and similar expressions,
as well as statements in the future tense, are all forward-looking
statements.
  These
statements are necessarily subjective and involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or accomplishments, to differ materially from any future results,
performance or achievements described in or implied by such statements. Actual
results may differ materially from expected results described in management's
forward-looking statements, including with respect to accurate measurement and
identification of factors affecting the business or the extent of their likely
impact, the accuracy and completeness of the publicly available information with
respect to the factors upon which the business strategy is based, or the success
of the business. Furthermore, industry forecasts may be inaccurate, especially
over long periods of time. Factors that may cause actual results, management's
performance or accomplishments, or industry results, to differ materially from
those contemplated by such forward-looking statements include without
limitation:
   •
                
                The
      Corporate ability to attract and retain management;•
                
                Corporate
      growth strategies;•
                
                Management's
      ability to anticipate trends in the business;•
                
                Future
      results of operations;•
                
                Management's
      ability to make viable acquisitions;•
                
                Management's
      ability to successfully and economically explore for and develop oil and
      gas resources;•
                
                Market
      conditions in the oil and gas industry;•
                
                Management's
      ability to raise capital in order to finance exploration, acquisition and
      development activities;•
                
                The
      impact of government regulation;•
                
                Estimates
      regarding future net revenues from oil and natural gas reserves and the
      present value thereof;•
                
                Increases
      in oil and gas production;•
                
                The
      number of wells we anticipate drilling in the future;•
                
                Estimates,
      plans and projections relating to acquired properties;•
                
                The
      number of potential drilling locations;•
                
                The
      financial position, business strategy and other plans and objectives for
      future operations;•
                
                The
      possibility of unexpected costs relating to operations and
      acquisitions;•
                
                The
      volatility in commodity prices for oil and gas;•
                
                The
      accuracy of internally estimated proved reserves;•
                
                The
      recoverability of estimated oil and gas reserves;•
                
                The
      ability to replace oil and gas reserves;•
                
                The
      availability and costs of drilling rigs and other oilfield
      services;•
                
                Environmental
      risks;•
                
                Exploration
      and development risks;•
                
                Competition;•
                
                The
      inability to realize expected value from acquisitions;•
                
                The
      ability of the Corporate management team to execute its plans to meet its
      goals;•
                
                General
      economic conditions, whether nationally, internationally, or in the
      regional and local market areas in which we do business, that may be less
      favorable than expected; and•
                
                Other
      economic, competitive, governmental, legislative, regulatory, geopolitical
      and technological factors that may negatively impact our businesses,
      operations and pricing.
 
  These forward-looking statements are
based largely on management's current expectations and are subject to a number
of risks and uncertainties, including, without limitation, those identified
elsewhere in this Form 10-KSB and other risks and uncertainties indicated from
time to time in our filings with the U.S. Securities and
Exchange Commission.  Actual results could differ materially from these
forward-looking statements.  All forward-looking statements included in
this Form 10-KSB are based on information available to us as of the date hereof,
and management assumes no obligation to update these forward-looking
statements.
 
 1
 Table of Contents
  PART I
  ITEMS 1 and
2.                                DESCRIPTION
OF BUSINESS AND PROPERTIES.
 
 THE
COMPANY
 
 Platina
Energy Group Inc. (“Platina” or the “Company”) is an early stage, independent
oil and gas exploration and production company headquartered in Dallas,
Texas.  The Company is engaged primarily in the exploration and
development of oil and gas properties, currently in the States of Texas,
Oklahoma, Tennessee, Kentucky and Wyoming.  Platina will continue to
engage in a broad range of activities associated with the oil and gas business
in an effort to develop oil and gas reserves, and to produce crude oil and
natural gas as its principal products.  The Company anticipates its
activities will continue to include acquiring interests in oil or gas properties
located in established fields, managing and participating in developmental
drilling operations, acquiring interests in producing oil or gas properties,
acquiring and participating in tertiary recovery technologies on existing wells
using thermal dynamic pulse units (“TPU’s”), which involve a proprietary,
enhanced oil recovery technology, and license technology to further enhance oil
and gas recovery and more.  Platina has evolved from primarily
focusing on the TPU technology in 2005 to emphasizing the development of the
Company’s leased properties since 2007.  As a result of shareholder
encouragement coupled with increased commodity prices, beginning near the end of
fiscal 2007 until the present, the Company has focused more heavily on lease
acreage acquisitions, the drilling of new wells and tertiary recovery procedures
on existing wells, while also continuing to develop the TPU
technology.
 
 As of
March 31, 2008, the Company owned natural gas and oil leasehold interests in
approximately 8,600 gross (7,000 net) acres, approximately 80% of which are
undeveloped.  In addition, the Company owned working interests in 73
gross (41) net wells.  As of March 31, 2008, the Company had estimated
net proved reserves of 2.9 million bbls of oil and 21.6 thousand MMCF of natural
gas. The estimated net proved reserves are located on approximately 90% of the
Company’s net acreage.
  Platina
was incorporated under Delaware law on January 19, 1988 as
"Windom."  After incorporation, the Company went through several
unrelated transactions involving other businesses that have subsequently been
divested.  A further subsequent restructure of the Company on June 25, 2005
resulted in the name change to “Platina Energy Group Inc.” with a new business
focus on the oil and gas sector.
  
 The
corporate address is 14850 Montfort Dr. Suite 131, Dallas, Texas 75254-6750. The
main telephone number is (972)-458-9600.  The Company website address
is www.PlatinaEnergyGroup.com.
 
 Certain
terms used herein relating to the natural gas and oil industry are defined in
"Glossary of Certain Natural Gas and Oil Terms" included as Appendix A
hereto.
 
 RISK
FACTORS
 
 An
investment in shares of Platina common stock is highly speculative and involves
a high degree of risk. Investors should carefully consider all of the risks
discussed below, as well as the other information contained in this Annual
Report. If any of the following risks develop into actual events, the business,
financial condition or results of operations of Platina could be materially
adversely affected and the trading price of the common stock could
decline.  This would be particularly true is the price of oil and or
natural gas declined significantly.
 
 Risks
Related to the Company and its Business
 
 Platina is an early-stage company
with limited proved reserves and may not become profitable.
 
 Platina
Energy Group is an early-stage company, having entered the natural gas and oil
industry in the summer of 2005. Although the Company has acquired oil and gas
leases and undertaken exploration and other activities on the properties covered
by such leases, a significant portion of the properties includes undeveloped
acreage. To date the Company has experienced net losses, however,
management expects to generate operational profits by September 30, 2008. To
become profitable, the Company will need to continue to be successful in the
acquisition, exploration, development and production activities, all of which
are subject to many risks beyond Management’s control. Unless sufficient volumes
of natural gas and oil are sold to cover expenses, the Company may not be
profitable. Even if the Company becomes profitable, Management cannot assure
investors or shareholders that such profitability will be sustainable or
increase on an ongoing basis in the future.
  The Company’s
auditor has given it a “going concern” qualification, which questions the
Company’s ability to continue as a going concern without additional
financing.
  The
Company’s independent certified public accountant has added an emphasis
paragraph to its report on our consolidated financial statements for the year
ended March 31, 2008 regarding the Company’s ability to continue as a going
concern. Key to this determination is the Company’s historical losses (which
have led to an accumulated deficit of $23,799,399 as of March 31, 2008) and the
Company’s present lack of a profitable business.  Management plans to
try to fund the company partially through sales of oil and gas production, and
the exploitation of the Company’s intellectual property.  However,
management believes that funds generated from operations will not be sufficient
to cover cash needs in the foreseeable future, and the Company will continue to
rely on funds by provided by its management, advancements made by expenditures
from certain joint venture arrangements, the raising of capital through the sale
of its equity instruments or issuance of debt, although there can be no
assurance in this regard.  In the event revenues do not materialize at
the expected rates, management would seek additional financing or would conserve
cash by further reducing expenses. There can be no assurance that the Company
will be successful in achieving these objectives, becoming profitable or
continuing our business without either a temporary interruption or a permanent
cessation.
 2
 Table of Contents
   Platina
will need to procure additional financing to execute its business plan in the
manner preferred, and the procurement of desired financing may or may not be
possible to obtain on terms acceptable to Platina.
 
 Additional financing must be procured
in order to execute the business plan in the manner preferred, which may involve
substantial capital expenditures for the exploration, development, exploitation
and production of oil and gas reserves.  The current flow of revenues
is not sufficient to finance the Company’s current plan.  Management
is continually assessing and identifying various financing alternatives,
including private or public sales of equity securities or the incurrence of
additional indebtedness or both.  However, additional financing may
not be available on favorable terms or at all particularly given current market
conditions.  If the financing required is not available on acceptable
terms, the Company could be prevented from executing its business plan in the
manner preferred.  In such event, the Company may be forced to pursue
a less ambitious plan, which could materially and adversely affect the business
and the Company’s future financial condition.  Moreover, any debt
financing undertaken to procure funds may involve restrictions limiting
Platina’s operating flexibility.  If the Company obtains funds through
the issuance of equity securities, the following results will or may
occur:
 
 ·
                The
      percentage ownership of existing stockholders will be
    reduced
 ·
                Stockholders
      may experience additional dilution in net book value or future earnings
      per share
 ·
                The
      new equity securities may have rights, preferences or privileges senior to
      those of the holders of Platina’s common
stock.
 
 In
addition, if required financing is not available on acceptable terms, the
Company could be forced to dispose of certain assets or curtail operations
substantially or cease business altogether, any of which could result in a
substantial reduction or elimination of the value of the then-outstanding
equity.  Finally, if revenues or the potential borrowing base
decreases as a result of lower oil and gas prices or operating difficulties, the
Company may have a limited ability to expend the capital necessary to undertake
or complete future drilling programs.  The future liquidity will
depend upon numerous factors, including the success of exploration and
production efforts as well as capital raising activities.  See “Item
6. MANAGEMENT'S DISCUSSION AND ANALYSIS - Liquidity and Capital Resources.”
 
 The
current lending transactions, which are secured by all of Platina’s assets,
feature limiting operating covenants and require substantial future payments,
expose the Company to certain risks and may adversely affect the ability to
operate the business.
 
 Trafalgar
      Capital Specialized Fund, Luxembourg (“Trafalgar”) has provided the
      Company with a loan.  This
loan:
 
 ·
                provided
      the Company with a net amount of $1.28 million in funds, which were used
      for the drilling, development and associated expenses of corporate
      overhead for new drilling activity for five wells on the Tennessee
      field;
 
 ·
                are
      secured by a first lien on all of the Company assets as well as pledges of
      securities of common stock;
 
 ·
                bear
      interest at 10% annually and adjusted against the fluctuation of the
      Euro;
 
 ·
                contain
      limiting operating covenants;
 
 ·
                contain
      events of default arising from failure to timely repay principal and
      interest or comply with certain covenants;
and
 
 ·
                require
      the repayment of the outstanding balance of the $1.5 million face value
      loan by March 30, 2010.
 
 
 If the
Company is unable to generate sufficient cash flow from operations, it may have
difficulty in paying the outstanding balances of this loan or others when they
become due.  If the Company were unable to pay such balances at the
time they are due, Management would be forced to seek an extension to any
outstanding loan(s) that cannot be paid, or seek alternative debt or equity
financing.  If the Company were unable to obtain such an extension or
alternative financing, it could default on this or other loans.  If
default occurs on the payment or other performance obligations under this loan,
the lenders could foreclose on a large part of the Company’s assets and
securities pledged against the loan, and exercise other creditor rights, which
could result in loss of all or nearly all of the value of the outstanding equity
and or cause a substantial dilution in stockholders’ per-share
equity.  In such an event, Management would also be required to obtain
the lender’s consent for certain events, such as sales of  assets, and
any additional financing, which if secured by Company assets would likely need a
first lien waiver or be junior to Trafalgar’s lien.  For further
information about the Company’s relationship with Trafalgar and financing, see
“Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS - Liquidity and Capital
Resources,” and the risk factor captioned “The Company may have to enter into a
number of arrangements, or be compelled into debt settlements that could result
in a substantial increase in the number of outstanding shares of common stock,
which could (among other things) potentially depress the price of the common
stock if such shares were to be sold into the public market.”
   3
 Table of Contents
   Natural
gas and oil reserves generally decline once a property becomes productive, and
the Company may need to find new reserves to sustain revenue
growth.
 
 Even if
natural gas and oil reserves are added through exploration activities, these
reserves will decline as they are produced. This will result in a constant
challenge to add new reserves through further exploration or further development
of existing properties or to acquire new ones. There can be no assurance these
exploration and development activities will be successful in adding new
reserves. If the Company fails to replace or discover new reserves, the level of
production and cash flow will be adversely impacted.
 
 There
is a large dependence on our current Management team, the loss of any member of
which could delay the further execution of the Corporation’s business plan or
potentially cause business failure, and there are currently no provisions for
non-competition agreements.  The employment agreements with the
Management team allow them to terminate their employment voluntarily and for any
reason.
 
 Platina
depends on the services of Management to meet its business development
objectives. As an early-stage company, it may be difficult to replace any of
them. The loss of any person on the Management team could materially adversely
affect the Company’s business and operations.  The Company has not
required that any member of Management enter into a non-competition
agreement.  Moreover, employment agreements with the Management team
allow them to terminate their employment voluntarily upon 60 day’s written
notice.  As a result, any member of the Management team could
discontinue providing services at basically any time and for any reason, and
even thereafter commence competition against the Company.
 
 The
Company may rely on independent experts and technical or operational service
providers over whom there may be limited control or potential conflicts of
interest.
 
 The
Company uses independent contractors to assist Management in identifying
desirable natural gas and oil prospects to acquire as well as provide the
Company with technical assistance and services. The Company also may rely upon
the services of geologists, geophysicists, chemists, landmen, title attorneys,
engineers and scientists to explore and analyze prospects to determine the best
method by which the prospects may be developed in a cost-effective manner. In
addition, Management intends to rely on the owners and operators of oil rigs and
drilling equipment, and other providers of oilfield services, to drill and
develop Company prospects and bring them to production. Moreover, if the
properties held contain commercial quantities of natural gas and oil,
Management would need to rely on third-party gathering or pipeline facilities to
transport and purchase said production. The limited control over the activities
and business practices of these providers, any inability on Management’s part to
maintain satisfactory commercial relationships with them or their failure to
provide quality services could materially and adversely affect the Company’s
business, results of operations and financial condition.
 
 The
Company does not always undertake a full title review of, or obtain title
insurance on, acquired properties.
 
 Consistent
with industry practice, rather than incur the expense of formal title
examination on a natural gas or oil property to be placed under lease, the
Company has relied on and plans to continue to rely on the judgment of natural
gas and oil lease brokers or landmen who perform the field work in examining
government records before placing a mineral interest under lease. Although an
operator of a well customarily obtains a preliminary title review to avoid
obvious title deficiencies prior to the drilling of a natural gas or oil well,
the Company does not always engage counsel to examine title until just prior to
drilling the well. This could result in having to cure title defects that could
affect marketability, which could result in increased costs. Management may
conclude from a title examination that a lease was purchased from someone other
than the owner, in which case the lease would be worthless and prevent the
Company from recovering its expenditures.
 
 Management’s
review of properties cannot assure that all deficiencies or environmental risks
may be identified or avoided.
 
 Although
the Company undertakes reviews that it believes are consistent with industry
practice for its projects, these reviews are often limited in scope and may not
reveal all existing or potential problems, or permit Management to become
sufficiently familiar with the related properties to assess their deficiencies
and capabilities. Moreover, the Company does not perform an inspection on
every well, and the inspections performed may not reveal all structural or
environmental issues. Even if the inspections identify problems, the seller or
lessor may be unwilling or unable to provide effective contractual protection.
The Company generally does not receive indemnification for environmental
liabilities and, accordingly, may have to pursue many projects on an "as is"
basis, which could require the Company to make substantial expenditures to
remediate environmental contamination on acquired properties. If a property
deficiency or environmental problem cannot be satisfactorily remedied to warrant
commencing drilling operations on a property, the Company could lose its entire
investment in the property.
 
 Platina’s
properties may be subject to substantial impairment of their recorded
value.
 
 The
accounting rules for Platina’s properties that have proven reserves require the
Company to review periodically their carrying value for possible impairment. If
natural gas and oil prices decrease or if the recoverable reserves on a property
are revised downward, the Company may be required to record impairment
write-downs, which would result in a negative impact to its financial position.
The Company may also be required to record impairment write-downs for properties
lacking economic access to markets and must record impairment write-downs for
leases as they expire, both of which could also negatively impact the Companies’
financial position.
   4
 Table of Contents
   The
Company cannot fully insure against all risks related to its operations other
than general liability, which could result in substantial claims for which the
Company may be underinsured or uninsured.
 
 The
Company cannot fully insure against all risks and has not attempted to insure
fully against risks where coverage is prohibitively expensive. Losses and
liabilities arising from uninsured and underinsured events, which could arise
from even one catastrophic accident, could materially and adversely affect the
Company’s business, results of operations and financial condition. The Company
does not have access to business interruption insurance, which is often provided
to other industries.  As compared to common industry practices,
Platina does carry sufficient insurance against specific liabilities included in
its general liability policies. The exploration, drilling and other
activities are subject to risks such as:
 
 ·
                fires
      and explosions;
 ·
                environmental
      hazards, such as uncontrollable flows of natural gas, oil, brine, well
      fluids, toxic gas or other pollution into the environment, including
      groundwater contamination;
 ·
                abnormally
      pressured formations;
 ·
                mechanical
      failures of drilling equipment;
 ·
                personal
      injuries and death, including insufficient worker compensation coverage
      for third-party contractors who provide drilling services;
    and
 ·
                natural
      disasters, such as adverse weather conditions and
    earthquakes.
 
 Commodity
price risk management decisions may cause the Company to forego additional
future profits or result in making additional cash payments.
 
 To reduce
corporate exposure to changes in the prices of natural gas and oil, the Company
may enter into commodity price risk management agreements for a portion of its
natural gas and oil production. The agreements that the Company could enter into
generally would have the effect of providing the Company with a fixed price for
a portion of the expected future natural gas and oil production over a fixed
period of time.  Commodity price risk management agreements expose the
Company to the risk of financial loss, including the following:
 
 ·
                production
      is less than expected;
 ·
                the
      counter-party to the commodity price risk management agreement may default
      on its contractual obligations to the
Company;
 ·
                the
      Company could be required to post additional cash to cover margin
      requirements, which could materially and adversely affect
      liquidity;
 ·
                the
      Company could be unable to meet additional margin requirements, which
      could result in the closing of positions thereby leading to a financial
      loss as well as the possible loss of the anticipated benefits of the
      related hedging transactions;
 ·
                there
      may be a change in the expected differential between the underlying price
      in the commodity price risk management agreement and actual prices
      received; and
 ·
                market
      prices may exceed the prices for which the Company is contracted to
      receive, resulting in the need to make significant cash
      payments.
 
 Furthermore,
the Company might sell security interests in certain properties in order to
secure certain commodity price risk management arrangements. These security
arrangements would subject the Company to the risk of a forfeiture of the
property securing the hedging arrangement.  Moreover, commodity price
risk management arrangements may limit the benefit the Company would receive
from increases in the prices for oil and gas.
 
 Operational
impediments may hinder Company access to natural gas and oil markets or delay
production.
 
 The
marketability of production depends in part upon the availability, proximity and
capacity of pipelines, natural gas gathering systems and processing facilities.
For example, there may be no existing pipelines in certain areas where the
Company has lease acreage. Therefore, if drilling results are positive in these
areas, new gathering systems would need to be built to deliver any natural gas
and oil to markets. There can be no assurance that the Company would have
sufficient liquidity to build such a system or that third parties would build a
system that would allow for the economic development of any such
production.
 
 The
Company delivers natural gas and oil through gathering systems and pipelines
that the Company may or may not own. These facilities may not be available to
the Company in the future. The ability to produce and market natural gas and oil
is affected and also may be harmed by:
 
 ·
                the
      lack of pipeline transmission facilities or carrying
    capacity;
 ·
                federal
      and state regulation of natural gas and oil production;
  and
 ·
                federal
      and state transportation, tax and energy
  policies.
 
 Any
significant change in the arrangements with gathering system or pipeline owners
and operators or other market factors affecting the overall infrastructure
facilities servicing Company properties could adversely impact the ability to
deliver the natural gas and oil produced to markets in an efficient manner. In
some cases, the Company may be required to shut in wells, at least temporarily,
for lack of a market because of the inadequacy or unavailability of
transportation facilities. If that were to occur, the Company would be unable to
realize revenue from those wells until arrangements were made to deliver
production to market.
 
 The
Company has limited control over activities on properties that it does not
operate, which could reduce its proportional production and
revenues.
 
 A portion
of the Company’s business activities is conducted through joint operating
agreements under which the Company owns partial interests in natural gas and oil
properties. The Company does not operate all of the properties in which it has
interests and in some cases, the Company does not have the ability to remove the
operator in the event of poor performance. As a result, the Company may have a
limited ability to exercise influence over normal operating procedures,
expenditures or future development of underlying properties and their associated
costs. The failure of an operator of such wells to adequately perform
operations, or an operator's breach of the applicable agreements, could reduce
Platina’s production and revenues. The success and timing of drilling activities
and development activities on properties operated by others therefore depend
upon a number of factors outside of Management and the operator's control,
including:
 
 ·
                timing
      and amount of capital expenditures;
 ·
                expertise
      and financial resources; and
 ·
                inclusion
      of other participants.
 
 Platina’s
competitors include larger, better-financed and potentially more experienced
companies.
 
 The
natural gas and oil industry is intensely competitive and, as an early-stage
company, Platina must compete against larger companies that may have greater
financial and technical resources than Platina, as well as substantially more
experience in the industry. These competitive advantages may better enable
competitors to sustain the impact of higher exploration and production costs,
natural gas and oil price volatility, productivity variances among properties,
overall industry cycles and other factors related to the oil and gas industry.
Such advantages may also negatively impact Platina’s ability to acquire
prospective properties, develop reserves, attract and retain quality personnel
and raise capital.
 
 5
 Table of Contents
   Risks
Related to the Natural Gas and Oil Business
 
 Natural
gas and oil are commodities subject to price volatility based on many factors
outside the control of producers, and low prices may make properties uneconomic
for future production.
 
 Natural
gas and oil are commodities, and, therefore, their prices are subject to wide
fluctuations in response to relatively minor changes in supply and demand.
Historically, the markets for natural gas and oil have been volatile. These
markets will likely continue to be volatile in the future. The prices a producer
may expect and its level of production depend on numerous factors beyond its
control, such as:
 
 ·
              changes
      in global supply and demand for natural gas and
  oil;
 ·
              the
      actions of the Organization of Petroleum Exporting Countries, or
      OPEC;
 ·
              the
      price and quantity of imports of foreign natural gas and
    oil;
 ·
              political
      conditions, including embargoes, in natural gas and oil producing
      regions;
 ·
              the
      level of global natural gas and oil
inventories;
 ·
              weather
      conditions;
 ·
              technological
      advances affecting energy consumption;
and
 ·
              the
      price and availability of alternative
fuels.
 
 Lower
natural gas and oil prices may not only decrease revenues on a per unit basis,
but also may reduce the amount of natural gas and oil that can be economically
produced. Lower prices will also negatively impact the value of proved
reserves.
 
 Natural
gas and oil exploration and production present many risks that are difficult to
manage.
 
 Platina’s
natural gas and oil exploration, development and production activities are
subject to many risks that may be unpredictable and are difficult to manage. In
addition, the cost and timing of drilling, completing and operating wells is
often uncertain. In conducting exploration and development activities, the
presence of unanticipated pressure or irregularities in formations,
miscalculations or accidents may cause exploration, development and production
activities to be unsuccessful. This could result in a total loss of investment
in a particular property. If exploration efforts are unsuccessful in
establishing proved reserves and exploration activities cease, the amounts
accumulated, as unproved costs, will be charged against earnings as
impairments.
 
 Shortages
of rigs, equipment, supplies and personnel could delay or otherwise adversely
affect Platina’s cost of operations or the ability to operate according to the
Company business plan.
 
 If
domestic drilling activity increases, particularly in fields where the Company
operates, a general shortage of drilling and completion rigs, field equipment
and qualified personnel could develop. As a result, the costs and delivery times
of rigs, equipment and personnel could be substantially greater than in previous
years. From time to time, these costs have sharply increased and could do so
again. The demand for and wage rates of qualified drilling rig crews generally
rise in response to the increasing number of active rigs in service and could
increase sharply in the event of a shortage. Shortages of drilling and
completion rigs, field equipment or qualified personnel could delay, restrict or
curtail exploration and development operations, which could in turn adversely
affect the Company’s results of operations.
 
 Conducting
operations in the natural gas and oil industry subjects the Company to complex
laws and regulations, including environmental regulations, which can have a
material adverse effect on the cost, manner or feasibility of doing
business.
 
 Companies
that explore for and develop, produce and sell natural gas and oil in the United
States are subject to extensive federal, state and local laws and regulations,
including complex tax laws and environmental laws and regulations, and are
required to obtain various permits and approvals from federal, state and local
agencies. If these permits are not issued or unfavorable restrictions or
conditions are imposed on the Company’s drilling activities, the Company may not
be able to conduct operations as planned. Alternatively, failure to comply with
these laws and regulations, including the requirements to obtain any permits,
may result in the suspension or termination of operations and subject the
Company to administrative, civil and criminal penalties. Compliance costs can be
significant. Further, these laws and regulations could change in ways that
substantially increase costs and associated liabilities. The Company cannot be
certain that existing laws or regulations, as currently interpreted or
reinterpreted in the future, or future laws or regulations will not harm
business, results of operations and financial condition. For example, matters
subject to regulation and the types of permits required include:
 
 ·
              water
      discharge and disposal permits for drilling
  operations;
 ·
              drilling
      permits;
 ·
              reclamation;
 ·
              spacing
      of wells;
 ·
              occupational
      safety and health;
 ·
              air
      quality, noise levels and related
permits;
 ·
              rights-of-way
      and easements;
 ·
              calculation
      and payment of royalties;
 ·
              gathering,
      transportation and marketing of natural gas and
  oil;
 ·
              taxation;
      and
 ·
              waste
      disposal.
 
 Under
these laws and regulations, the Company could be liable for:
 
 ·
              personal
      injuries;
 ·
              property
      damage;
 ·
              oil
      spills;
 ·
              discharge
      of hazardous materials;
 ·
              remediation
      and clean-up costs;
 ·
              fines
      and penalties; and
 ·
              natural
      resource damages.
   6
 Table of Contents
 Risks
Related to Platina’s Common Stock
 
 The
Company may have entered into a number of arrangements that could result in a
substantial increase in the number of its outstanding shares of common stock,
which could (among other things) depress the price of the common stock if such
shares were to be sold into the public market.
 
 The
Company may have entered into a number of arrangements that could result in a
substantial increase in the number of outstanding shares of its common
stock.  These arrangements include but may not be limited to the
following:
 
 ·
                Options
      to purchase approximately 5.7 million shares of common stock had been
      issued to officers, directors, employees and consultants as of March 31,
      2008; and
 ·
                Warrants
      to purchase approximately 14.0 million shares of common stock were
      outstanding as of March 31, 2008;
and
 ·
                18,000,000
      shares of common stock and preferred stock convertible into 57,500,000
      shares of common stock have been pledged to secure loans from Trafalgar
      Capital Specialized Fund, Luxembourg (“Trafalgar”), which could be
      entitled to such shares upon a default;
and
 ·
                Shares
      of preferred stock (other than those pledged to Trafalgar) convertible
      into a known 40,494,910 shares of common stock and an additional
      indeterminable number of shares of common stock were outstanding as of
      March 31, 2008; and
 ·
                Convertible
      promissory notes are outstanding that under certain circumstances could
      convert into an indeterminable number of shares of common stock.
 ·
                Implied
      stock conversion precedence’s to extinguish old debt
      obligations
 
 The
acquisition of shares of common stock pursuant to any of the arrangements
described above could cause immediate and substantial dilution to the net
tangible book value of shares of common stock issued and outstanding immediately
before such acquisition.  Any future decrease in the net tangible book
value of such issued and outstanding shares could materially and adversely
affect the market value of the shares.  Moreover, the terms on which
the Company could obtain additional capital during the life of these
arrangements may be adversely affected because of such potential
dilution.  Finally, any sales of large quantities of shares of the
Company’s common stock could adversely affect the price of its common
stock.  The acquisition of shares of common stock pursuant to any of
the arrangements described above could substantially increase the number of
outstanding shares that could be sold, and these shares could be sold at any
price and at any time determined by the holders thereof without much in the way
of limitation.  If holders sell large quantities of shares of common
stock, the common stock price may decrease, and the public market for Platina’s
common stock may otherwise be adversely affected because of the additional
shares available in the market or as a result of other market
factors.
 
 Provisions
in the articles of incorporation, Company bylaws and Delaware law may make it
more difficult to effect a change in control, which could adversely affect the
price of Platina’s common stock.
 
 Provisions
of Platina’s articles of incorporation, Company bylaws and Delaware law could
make it more difficult for a third party to acquire the Company, even if doing
so would be beneficial to Platina stockholders. The Company may issue shares of
preferred stock in the future without stockholder approval and upon such
terms as the Board of Directors may determine. The issuance of preferred stock
could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from acquiring, a majority of the Company’s
outstanding stock and potentially prevent the payment of a premium to
stockholders in an acquisition.
 
 The
articles of incorporation and bylaws contain provisions that could delay, defer
or prevent a change in control of the Company or its Management. These
provisions include:
 
 ·
                providing
      that special meetings of stockholders may only be called by the Board
      pursuant to a resolution adopted
by:
 
 (i)
                Platina’s
      President;
 (ii)
                a
      majority of the members of the Board,
or
 (iii)
                holders
      of not less than one-tenth of all the outstanding shares of the
      corporation entitled to vote at the
meeting;
 
 ·
                prohibiting
      cumulative voting in the election of
  directors.
 
 These
provisions also could discourage proxy contests and make it more difficult for
any stockholders to elect directors and take other corporate actions. As a
result, these provisions could make it more difficult for a third party to
acquire the Company, even if doing so could potentially benefit stockholders,
and may limit the price that potential investors are willing to pay in the
future for shares of common stock.
 
 The Company
is also subject to provisions of the Delaware corporation law that prohibit
business combinations with persons owning 10% or more of the voting shares of a
corporation's outstanding stock, unless the combination is approved by the Board
of Directors prior to the person owning 10% or more of the stock, for a period
of three years, after which the business combination would be subject to special
stockholder approval requirements. This provision could deprive Platina
stockholders of an opportunity to receive a premium for their common stock as
part of a sale of the Company or may otherwise discourage a potential acquirer
from attempting to obtain control from Management, which in turn could have a
material adverse effect on the market price of the common
stock.
 Trading
in Platina’s common stock may involve price and volume volatility.
 
 Platina’s
common stock has been trading on the Electronic Bulletin Board of the National
Quotation Bureau under the symbol "PLTG" since June 17, 2005.  The
volume of trading in Platina’s common stock varies greatly and may often be
light, resulting in what is known as a "thinly-traded" stock. Until a larger
secondary market for the common stock develops, the price of the Company’s
common stock may fluctuate substantially. The price of the common stock may also
be impacted by any of the following, some of which may have little or no
relation to the Company or industry:
 
 ·
                the
      breadth of Platina’s stockholder base and the extent to which securities
      professionals follow the Company’s common
stock;
 ·
                investor
      perception of the Company and the natural gas and oil industry, including
      industry trends;
 ·
                domestic
      and international economic and capital market conditions, including
      fluctuations in commodity prices;
 ·
                responses
      to quarter-to-quarter variations in corporate results of
      operations;
 ·
                announcements
      of significant acquisitions, strategic alliances, joint ventures or
      capital commitments by the Company or
  competitors;
 ·
                additions
      or departures of key personnel;
 ·
                sales
      or purchases of common stock by large stockholders or by
      insiders;
 ·
                accounting
      pronouncements or changes in accounting rules that affect financial
      reporting; and
 ·
                changes
      in legal and regulatory compliance unrelated to Company
      performance.
 
 The
Company has not paid cash dividends on its common stock and may or may not pay
dividends on the common stock in the foreseeable future.
 
 Under the
terms of the Trafalgar outstanding credit facility, the Company may not pay
dividends on common stock. The Company anticipates that it will retain all
future earnings and other cash resources for the operation and development of
its business. Accordingly, the Company does not intend to declare or pay any
cash dividends on our common stock until after the Trafalgar credit facility is
paid and may or may not pay a dividend then or in the foreseeable future.
Payment of future dividends, if any, will be at the discretion of the Board
of Directors after taking into account various factors, including financial
condition, results of operations, current and anticipated cash needs and plans
for expansion.
 7
 Table of Contents
   BUSINESS
AND PROPERTIES
 
 Overview
 
 Platina
is an early stage, independent oil and gas exploration and production Company
headquartered in Dallas, Texas.  The Company is engaged primarily in
the exploration and development of oil and gas properties, currently in the
States of Texas, Oklahoma, Tennessee, Kentucky and Wyoming.  Platina
intends to continue to engage in a broad range of activities associated with the
oil and gas business in an effort to develop oil and gas reserves, and to
produce oil and gas as the Company’s principal business.  The Company
expects its activities will include acquiring more interests in oil or gas
properties located in established fields, participating in developmental
drilling operations, acquiring interests in producing oil or gas properties, and
participating in tertiary recovery procedures on existing wells using the
thermal dynamic pulse devices (“TPU’s”), which involves a proprietary, enhanced
oil recovery technology and licensing other extraction technology held by the
Company.  As a result of shareholder encouragement and fueled by
higher energy prices, Platina has expanded its business focus from just the
exploitation of the Thermal Pulse Unit to lease property acquisition to oil
field exploration and production development.  This business expansion
has occurred since the organization of Platina Energy Group in 2005 through the
present.
 
 As of
March 31, 2008, the Company owned natural gas and oil leasehold interests in
approximately 8,600 gross (7,000 net) acres, approximately 80% of which are
undeveloped.  In addition, the Company owns working interests in 73
gross (41 net) wells.  As of March 31, 2008, Platina had
estimated net proved reserves of 2.9 million bbls of oil and 21.6 thousand MMCF
of natural gas.  Platina’s estimated net proved reserves are located
on approximately 90% of net acreage held.
 
 The
Company was incorporated under Delaware law on January 19, 1988 as
"Windom."  After incorporation, the Company went through several
unrelated transactions involving other businesses that have subsequently been
divested.  A further subsequent restructure of the Company on June 25, 2005
resulted in the name change to “Platina Energy Group Inc.” and a new business
focus on the oil and gas sector.
 
 Oil
and Gas Operations
 
 When
the Company acquires an interest in acreage on which exploration or development
drilling is planned, Management assesses the relative potential and risks of
each prospect and determines the degree to which the Company will participate in
the exploration or development drilling. Given the right circumstances, the
Company will assume the entire risk of the acquisition and
drilling.  On the other hand, it may determine that it will be more
beneficial to invite industry participants to share the risk and the reward of
the prospect by financing some or all of the costs of drilling the contemplated
wells.  In such cases, the Company may retain a carried working
interest, a reversionary interest, or may be required to finance all or a
portion of the Company’s proportional interest in the
prospect.  Although this approach will reduce the potential return
should the drilling operations prove successful, it will also reduce the risk
and financial commitment to a particular prospect.
 
 Conversely,
the Company may from time to time participate in drilling prospects offered by
other persons if Management believes that the potential benefit from the
drilling operations outweighs the risk and the cost of the proposed operations.
This approach will allow the Company to diversify into a larger number of
prospects at a lower cost per prospect, but these operations (commonly known as
"farm-ins") are generally more expensive than operations where participation is
offered to others (known as "farm-outs").
 
 In addition to its exploration and
drilling activities, the Company expects that it will strive to accumulate oil
and gas reserves through the purchase of existing reserves from
others.  In this regard, the Company may initiate work-overs,
re-completions, development drilling, secondary and tertiary recovery operations
and other production enhancement techniques to maximize current production and
the ultimate recovery of reserves acquired or developed.
 
 Before committing substantial
resources, including obtaining necessary permits and preparing for drilling on
any particular leased property, the Company plans to complete its due diligence
on its leased property.  The Company expects that, in acquiring oil
and gas leases or undivided interests in oil and gas leases, it will not incur
the expense of retaining lawyers to examine the title to the mineral interest to
be placed under lease or already placed under lease.  Rather,
Management will rely upon the judgment of oil and gas lease brokers or landmen
who perform the fieldwork in examining records in the appropriate governmental
office before attempting to place under lease a specific mineral
interest.  This is customary practice in the oil and gas
industry.  Prior to the drilling of an oil and gas well, however, it
is the normal practice in the oil and gas industry for the person or company
acting as the operator of the well to obtain a preliminary title review of the
spacing unit within which the proposed oil and gas well is to be drilled to
ensure there are no obvious deficiencies in title to the well. The Company does
not anticipate that it, or the person or company acting as operator of the wells
located on the properties which the Company intends to lease, will obtain
counsel to examine title to such spacing unit until the well is about to be
drilled.  These practices could expose the Company to certain risks,
which are described in the section captioned “RISK FACTORS.”
   8
 Table of Contents
  Once the
Company has identified a proposed drilling site, many factors come into
play.  For example, if the site is in Texas, Platina engages the
services of Bowie Operating L.L.C. (Bowie). Bowie, which is 50% owned by
Platina, and, is licensed to operate oil and gas wells throughout the State of
Texas.  If the well site is in Kentucky or Tennessee, the Company will
engage the services of Wildcat Energy Inc. (Wildcat), a wholly-owned subsidiary
of Platina. Wildcat is licensed to operate oil and gas wells in both States. The
operator will be responsible for permitting the well, which will include
obtaining permission from state authorities relative to spacing requirements and
any other state and federal environmental clearances required at the
commencement of the permitting process.  Additionally, the operator
will formulate and deliver to all interest owners an operating agreement
establishing each participants rights and obligations in that particular well
based on the location of the well and the ownership.  In addition to
the permitting process, the operator will be responsible for hiring the driller,
geologist and landmen to make final decisions relative to the zones to be
targeted, and thereafter actually drilling the well to the target
zone.  In the event the well is successful, the operator would
thereafter be responsible for completing the well and connecting it to the most
appropriate transmission facility for the hydrocarbons produced or making
arrangements for the oil to be picked up by truck.  The Company
expects to pay respective operators commercially prevailing rates.
  The operator
will be the caretaker of the well once production has commenced.  As
such, the operator will be responsible for paying bills related to the well,
billing working interest owners for their proportionate expenses in drilling and
completing the well, and selling the production from the well.  Unless
each interest owner sells its production separately, the operator will collect
payments from the purchaser of the production, and, once a division order has
been established and confirmed by the interest owners, the operator will issue
the checks to each interest owner in accordance with its respective
interest.  The operator will not perform these functions when each
interest owner sells its production separately, in which case the interest
owners will undertake these activities separately.  After production
commences on a well, the operator also will be responsible for maintaining the
well and the wellhead site during the entire term of the production or until
such time as the operator has been replaced.
 
 Currently,
and for the foreseeable future, the Company will endeavor to act as the operator
on its primary well sites.   In those areas where the Company may
acquire a new well site, and is not licensed in the capacity of an operator, the
Company or a designated subsidiary will make application to become a licensed
operator for that and subsequent wells
 
 The
driller for Platina wells is responsible for performing, or contracting with
third parties and supervising their efforts, all aspects of the drilling
operation except for geological services.  The Company currently
anticipates that it will continue to utilize outside consultants for such
services on an as needed basis.
 
 Each well will be drilled and tested
individually.  If commercially producible amounts of oil or gas are
present, the well will be completed and facilities installed to connect to
gathering or pipeline facilities.  Completed wells that are producing
and connected to distribution pipelines will begin generating revenues as soon
as they begin flowing although actual funds from the sale of production may be
delayed and not be received until 30 days after the end of the month of sale or
even longer.  If any of the wells proves to hold commercially
producible gas, it may be necessary to install necessary infrastructure to
permit delivery of the gas from the wellhead to a major
pipeline.  Platina has identified the locations of all major gathering
and other facilities currently installed in the general vicinity of its targeted
areas and as initiated contacts with the owners of these facilities to ascertain
their specific requirements with respect to transporting the gas to pipelines
for transmission, including volume and quality of gas and connection
costs.  Management believes that these pipelines basically purchase
all available gas that they can.  However, some of the owners of these
pipelines produce their own gas, which they also transport along with other
third-party gas such as that Platina intends to produce.  Most of the
pipelines in the area of the Company’s current oil and gas interests are not
required by law to transport any gas that may produced.  As a result,
if pipelines in the area reach capacity, any productive natural gas well
developed by Platina could be "shut-in" because of a lack of available natural
gas pipeline capacity.
 
 The
Company cannot accurately predict the costs of transporting its gas products to
existing pipelines until it locates its first successful well.  The
cost of installing an infrastructure to deliver our gas to a pipeline or
gatherer will vary depending upon the distance the gas must travel from the
wellhead to the tap, tap fees, and whether the gas first must be treated to meet
the purchasing company's quality standards.  To minimize the costs of
transporting gas to existing pipelines, Management intends to drill as close to
existing pipelines as practicable.  However, ultimate connection costs
cannot now be accurately predicted. However, with regard to the Kentucky and
Tennessee leases Platina owns and operates the gathering systems that connect to
existing pipeline facilities.  Additionally the gas produced from
these leases does not have to be treated to meet the purchasing company’s
quality standards.
 
 There can be no assurance that the
Company will be successful in its exploratory and production
activities.  The oil and gas business involves numerous risks; the
principal ones of which are described in the section captioned “RISK FACTORS”
above.
   9
 Table of Contents
 Company
Technologies
 
 Platina
currently has certain rights with respect to two principal
technologies.
 
 1.
                  Thermal
      Dynamic Pulse Unit
 2.
                  Inline
      electrical submersible pump and jet
pump
 
 Thermal
Dynamic Pulse
Unit.  The thermal dynamic pulse unit (a “TPU”) involves a
cyclical process of (a) separating the natural gas portion of the production
from a well, and (b) heating, compressing, pressurizing and re-injecting the
natural gas into the well, with a view of increasing the flow of
production.  A TPU combines conventional compression and pumping in a
very unconventional way.  It employs proprietary as well as "off the
shelf" external components.  A TPU can be sized to fit small to large
applications.  The dimensions set forth in the following discussion
are expected to be representative of a typical TPU.
 
 A
TPU involves a main metal cylinder, approximately 30” in diameter and 23’ long,
and skid-mounted for transportation purposes.  Because a TPU involves
no open flame, it can be placed next to the wellhead without danger of fire or
explosion.  The main metal cylinder houses two additional cylinders
that involve first-stage compression and second stage
compression.  The piston in the first-stage compression cylinder is
approximately 10” in diameter, while the piston in the second-stage compression
cylinder is approximately 6” in diameter.  The piston rod in each of
the cylinders travels between 80” to 110”, resulting in a fairly low-speed from
between four strokes per minute at the low side to eight to nine strokes
per minute at the high side.  A TPU is powered by a standard hydraulic
pump system located on a separate skid.  Either an electric motor or
internal combustion engine (which will be located on the same skid as the pump
system) can power the pump system.
 
 When
production from a well enters a TPU, the TPU first functions as a horizontal
separator, with oil and water comprising the production being diverted by pumps
into separate holding tanks.  The natural gas comprising the
production is then diverted into the first-stage compression cylinder, in which
the gas is pressurized from approximately 60 psi to approximately 350 psi and
has its temperature increased to about 350 degrees Fahrenheit.  The
heated, pressurized gas is then compressed into the second-stage compression
cylinder, in which the gas is pressurized further to between approximately 1,200
to 1,300 psi, with temperature being maintained at about 350 degrees
Fahrenheit.  After the compression in the second-stage cylinder is
completed, the heated, pressurized gas is then re-injected into the well through
an “injection stream” comprised of a 1” tube.  The heated, pressurized
gas is then transported (through the force of its pressure alone) down the hole
to the perforations in the well casing, whereupon it enters into the formation
and reservoir to perform its work of stimulating production through additional
pressurization and the breakdown of paraffin.  A TPU creates a
"pulsating" effect in the bottom hole strata, akin to "breathing."  A
TPU "inhales" low-pressure production and "exhales" a high-pressure, heated
discharge.  The re-injected gas can create a single large “gas bubble”
or a number of smaller ones that lift additional production to the
surface.  Once the enhanced production travels to the TPU, the cycle
is restarted again.  Whenever, an amount of natural gas enters a TPU
exceeding the amount needed for purposes of pressurizing the formation and
reservoir, such excess is diverted for sale by a back pressure
value.
  In
addition to the procedure described above, a TPU can pump liquids (such as
water, solvents and even organic acids) in alternative tertiary recovery
processes.
  Thus far had only one TPU is in the
field, and this TPU has been used only intermittently over the past 18
months.  A third party lessee operated this TPU for research and
development purposes.  Management has had other opportunities to use
and observe the use of a TPU.  Moreover, in connection with the
acquisition of its rights to the technology underlying the TPU’s, Management had
the opportunity to examine certain limited performance results from the
inventor’s testing of a TPU.  Based on the preceding, Management has
concluded that a TPU substantially improves production from well bores with
problems involving asphaltic heavy oil and paraffinic
oil.  Nevertheless, the TPU’s have not been used on a large enough
scale for the Company to collect sufficient historical results confirming that
the TPU’s will be successful on a commercial basis.   The Company
has recently sold this single TPU, but five new TPU’s are currently on
order.  The Company expects to take delivery of the first of these
five new TPU’s in July 2008, and another one of these five new TPU’s every 30
days thereafter for the next four months.  Management’s first
preference for the use of these new TPU’s will be to operate them on Company
leases for its own benefit. The next preference would be to lease them to third
parties; and the final preference would be to sell them to third
parties.
 
 Platina’s rights with respect to the
TPU technology arise out of a marketing agreement with Bi-Comp, L.L.C. (the
owner of the TPU technology).  These rights were acquired in
connection with the Company’s acquisition of the assets of Permian Energy
Services, L.P. on April 6, 2005 (the “Bi-Comp Agreement”).  The
Bi-Comp Agreement gives Platina the exclusive right to purchase, to lease, or to
sell the TPU’s in designated geographical areas.  The prices that
Platina pays for its TPU are Bi-Comp’s wholesale prices, subject to discounts
that increase as the size of the purchases increase.  Platina pays to
Bi-Comp a per-unit, yearly licensing fee not exceeding 7.5% of the purchase
price of the respective unit for the use of the patented
technology.  The Bi-Comp Agreement continues indefinitely until
terminated by one party after the breach thereof by the other
party.
 
 Inline electrical
submersible pump and jet pump.Electrical submersible pumps
("ESP") are commonly used to extract oil out of onshore and offshore deep wells.
However, certain well conditions are not particularly suitable for the use of
ESP’s, for example when free gases increase past 5%, currently available ESP’s
cannot pump both the liquid and gas streams. Moreover, ESP’s are not amenable to
working in concert with an artificial lift system when there is a high
gas-to-liquid ratio. Given the present limitations of extant ESP systems, there
is a need to separate the liquid and gas streams prior to lifting oil from a
well with a high gas-to-liquid ratio.
 
 Researchers at the University of Texas
at Austin (specifically Dr. Augusto L. Podio and Dr. Kamy Sepehrnoori,
professors in the Department of Petroleum and Geosystems Engineering at the
University of Texas at Austin) developed the “jet pump”
technology.  It utilizes an inline ESP and jet pump (“JP”) to separate
liquid and gas streams down-hole. As the ESP pumps the liquid, the free gas is
entrained and compressed by the JP (located upstream from the ESP), which is
powered by the liquid being pumped. The compressed gas then rejoins the liquid
stream and is pumped to the surface. Beneficially, the system allows, among
other things, a submersible pump and a jet pump to be used in combination in a
high gas-to-liquid ratio well without installing a gas vent
line.  Management believes that this technology is ready for
commercial development, which is tentatively scheduled to commence in earnest
near the end of calendar 2008, depending on our ability to hire qualified
salespersons.
   10
 Table of Contents
 Management
believes that the advantages of this technology includes capital costs
reductions, power requirements reductions, production rates increases, improved
efficiencies (specifically when the gas-to-liquid ratio is beyond operating
limits), improved safety, enhanced environmentally friendliness, elimination of
the need for a gas vent line, required discharge pressure and flowing bottom
hole pressure reductions, and compatibility with gas lift injection
techniques.  Management believes that this technology should enable
the Company to expand its market-base in terms of the types of wells able to be
brought back online profitably, i.e. deep and/or high gas-to-liquid
wells.
  Platina’s
rights with respect to the inline ESP and jet pump technology were acquired on
March 31, 2008 when the Company acquired from UTEK Corporation complete
ownership of its subsidiary that had as its principal assets (a) a Patent
License Agreement with the University of Texas System respecting the technology,
and (b) approximately $300,000 in cash.  Pursuant to such Patent
License Agreement, Platina now has the exclusive worldwide license rights for
the use of Patent No. 6,705,403.  The Patent License Agreement
provides for (i) an upfront $60,000 fee, which has already been paid by UTEK,
(ii) an annual $1,000 maintenance fee, (iii) a royalty of 4% of all
consideration received by Platina from license customers for the licensed
product, (iv) a royalty of 4% of the net sales of the licensed product, and (v)
a use fee for each production well that is owned or managed by Platina or its
affiliates at which the licensed product is installed.
  Research and
Development.Management believes that certain additional funds
will be required in order to develop the two current
technologies.  However, Management is not now able to determine the
exact amount of these required funds.  Nevertheless, it is believed
that such amounts will not be very large, and that the Company will be able to
procure these funds.
 
 Significant
Company Events in Fiscal 2008
 
 The
following is a brief description of our most significant events occurring in
fiscal 2008:
 
 ·
                    During
      fiscal 2008, the Company completed 8 gross wells (8 net wells), which
      resulted in production in fiscal 2008 of a minimal amount of
      gas;
 
 ·
                    On
      January 10, 2008, the Company completed a $1.5 million loan financing with
      Trafalgar Capital Specialized Fund, Luxembourg (on May 8, subsequent to
      the end of fiscal 2008, another loan financing with Trafalgar was
      completed – see “Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS - Liquidity
      and Capital Resources - Financings”);
 
 ·
                    On
      January 17, 2008 (effective January 1, 2008), for an aggregate purchase
      price of $2.3 million, the Company acquired from Energas Resources, Inc.
      various assets located in Laurel and Whitley and Clinton Counties,
      Kentucky consisting of (a) 8 gross (8 net) wells on 3,730 gross (3,730net)
      acres, and (b) approximately nine miles of natural gas transmission line,
      and gathering system facilities, compressor station and De-Hy Unit;
      and
 
 ·
                    On
      March 31, 2008, for a purchase price consisting of our preferred shares
      convertible into $1.44 million worth of shares of Platina’s common stock
      and warrants to purchase up to 1.0 million additional shares of common
      stock, the Company acquired from UTEK Corporation complete ownership of
      its subsidiary that had as its principal assets (a) a Patent License
      Agreement with the University of Texas System respecting a patent for a
      production system and method for producing fluids from a well that
      includes a technology that utilizes a combination of an electrical
      submersible pump and a jet pump to separate liquid and gas streams, and
      (b) approximately $300,000 in
cash.
    11
 Table of Contents
   Our
Properties
 
 The table
below lists and summarizes the Company’ acreage by program as of March 31, 2008.
This table excludes acreage in which our interests are limited to royalty and
overriding royalty interests.  Following the table is a brief
description of our properties.
  Program
                  
                  Developed
      Acreage
                  
                  
                  Undeveloped
      Acreage
                  
                  
                  Total
      Acreage
                  
                  Weighted
      Average Remaining Lease TermGross
                  
                  
                  Net
                  
                  
                  Gross
                  
                  
                  Net
                  
                  
                  Gross
                  
                  
                  NetTexas
      – Young County
                  
                  
                  55
                  
                  
                  
                  55
                  
                  
                  
                  270
                  
                  
                  
                  270
                  
                  
                  
                  325
                  
                  
                  
                  325
                  
                  years
      (1)Texas
      – Palo Duro Basin
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  722
                  
                  
                  
                  722
                  
                  
                  
                  722
                  
                  
                  
                  722
                  
                  2
      yearsOklahoma
                  
                  
                  180
                  
                  
                  
                  60
                  
                  
                  
                  220
                  
                  
                  
                  90
                  
                  
                  
                  400
                  
                  
                  
                  150
                  
                  years
      (1)Tennessee
                  
                  
                  160
                  
                  
                  
                  160
                  
                  
                  
                  1440
                  
                  
                  
                  1440
                  
                  
                  
                  1600
                  
                  
                  
                  1600
                  
                  years
      (1)Kentucky
                  
                  
                  446
                  
                  
                  
                  446
                  
                  
                  
                  2284
                  
                  
                  
                  2284
                  
                  
                  
                  2730
                  
                  
                  
                  2730
                  
                  years
      (1)Wyoming
                  
                  
                  242
                  
                  
                  
                  63
                  
                  
                  
                  1618
                  
                  
                  
                  421
                  
                  
                  
                  1860
                  
                  
                  
                  484
                  
                  years
      (1)Total
                  
                  
                  1083
                  
                  
                  
                  784
                  
                  
                  
                  6554
                  
                  
                  
                  5227
                  
                  
                  
                  7637
                  
                  
                  
                  6011
     Texas - Young
County -This property consists
of 325 gross (325 net) acres.  It currently has 20 gross (20 net)
operated wells eligible for rework potential.  During fiscal 2008, the
Company drilled and completed three operated wells on this
property.   Up to an additional 120
wells could be drilled on this property.  The field in which this
property is located currently is producing oil in high quality grades with
limited productivity.  Management plans to expand operations on this
property on a well-by-well basis.
 
 Texas - Palo Duro
Basin-This property consists of 722 gross (722 net) acres.  In
an extensive report prepared in 2006, Morgan Stanley compared the Palo Duro
Basin prospect to the Barnett Shale discovery.  Platina has not yet
drilled any well on this property.  Although Management believes this
property has considerable potential, insufficient data relative to adjacent
properties has placed development on hold until more information can be obtained
through other third party drilling activities.
 
 Oklahoma-
This property is located in Seminole County, and consists of 400 gross (150 net)
acres.  It currently has 18 gross (7 net) non-operated wells eligible
for rework potential.  The Company currently has production on this
lease.
  Tennessee- This property is located in Hawkins County, and consists of 160 gross
(1600 net) acres.  During fiscal 2008, the Company drilled and
completed five operated wells on this property.  Up to an additional
four wells could be drilled on this property.  The field in which this
property is located currently has a total of 31 producing gas wells in addition
to Platina’s.  This is an established field in the Devonian Shale that
generally yields wells that produce 100-l50 mcf per day with estimated AFE costs
of $350,000-375,000.  Recent negotiations to sell natural gas to a new
purchaser on superior terms have resulted in cessation of additional drilling
pending reconfiguration of the gas line infrastructure and compressor
station.  Drilling is expected to resume by the middle of the summer
of 2008.
 
 Kentucky -This property is located in Laurel, Whitley, and Clinton Counties, and
consists of 3720 gross (3720 net) operated wells on 8 gross (8 net)
acres.  The prospect is currently producing gas and oil from the Big
Lime and Knox formations similar to that of Tennessee on an operationally
profitable basis.  New well costs are about 40% more ($550,000) as
compared to Tennessee. They have the expected ability to produce higher quantity
gas and in addition 10-l5 bbls per day of high-grade oil.
 
 Wyoming -
This property is located in Niobara County, and consists of one gross (.26 net)
non-operated well on 186 gross (484 net) acres.  At the present time,
one offset well in which the Company own a 26% working interest is being drilled
on this property and is now going through the completion
stage.
   Our
Business Strategy
 
 Management’s
goal is to increase shareholder value by finding and developing natural gas and
oil reserves at costs that provide an attractive rate of return on the
investments. The principal elements of the Company’s business strategy
are:
 
 ·
                  Develop the
      Company’s Existing Properties.
      Subject to the availability of funds, Management intends to try to create
      near-term reserve and production growth from a number of drilling
      locations identified on existing acreage.   Management
      plans on drilling wells in established fields and steering clear of
      exploratory wells for the foreseeable
future.
 ·
                  PursueSelective Acquisitions and
      Joint Ventures. Subject to the availability of funds, Management
      intends to continue to pursue selected acquisitions and attract industry
      joint venture partners.  These may be in close to Platina’s
      existing properties or in other attractive
  locations.
 ·
                  Reduce Unit Costs Through
      Economies of Scale and Efficient Operations. As the Company’s
      natural gas and oil production continues to increase and the existing
      properties continue to be developed, Management expects that its unit cost
      structure will benefit from economies of scale. Management anticipates
      reducing unit costs by greater utilization of existing infrastructure over
      a larger number of wells. In addition Management will seek to exert
      control over costs and timing in its exploration, development and
      production activities as well as through the operating activities and
      relationships with our joint venture
partners.
 ·
                  Engage Local Experts to Assist
      Platina.The Company has
      had a history of engaging persons with particular expertise in the areas
      in which it acquires properties, and this practice has been found to be
      very beneficial.  Management intends to continue this practice
      in the future.
 
 Our
Competitive Strengths
 
 Management
believes that the key competitive strengths of the Company include:
 
 ·
                  Significant Production Growth
      Opportunities. Platina has acquired good acreage positions on
      prevailing terms in regions where drilling and production activities by
      other exploration and production companies continue to
      increase.  Management believes that these properties are a good
      fit for a smaller independent exploration and production company, but are
      not suitable for major producers.
 ·
                  Experienced Management Team
      with Strong Technical Capability. The Company’s Management team (at
      the corporate and the subsidiary level) and our Board of Directors have
      considerable public company experience, industry experience and technical
      expertise in engineering, geosciences and field operations.  In
      addition, well-qualified, local experts have been engage to assist the
      Company with the various properties owned by the
  Company.
 ·
                  Good Technologies.
      Platina has acquired rights for two technologies that Management believes
      present good opportunities for revenue production, and the intention is to
      continue to develop and commercialize these
  technologies.
     12
 Table of Contents
   Drilling
Activity
 
 The
following table sets forth the results of our drilling activities during the
fiscal year ended March 31, 2008 (no drilling was undertaken in prior
years):
   Drilling
      Activity
                  
                  Gross
      Wells
                  
                  
                  
                  
                  
                  Net
      WellsYear
                  
                  Total
                  
                  Producing
                  
                  Dry
                  
                  Total
                  
                  Producing
                  
                  Dry2008
      Exploratory
                  
                  0.0
                  
                  0.0
                  
                  0.0
                  
                  0.0
                  
                  0.0
                  
                  0.02008
      Development
                  
                  8.0
                  
                  8.0
                  
                  0.0
                  
                  8.0
                  
                  8.0
                  
                  0.0
   Production
Information
 
 Net
Production, Average Sales Price and Average Production Costs
(Lifting)
 
 The table
below sets forth the net quantities of oil and gas production (net of all
royalties, overriding royalties and production due to others) attributable to us
for the fiscal year ended March 31, 2008 (no drilling was undertaken in prior
years), and the average sales prices, average production costs and direct
lifting costs per unit of production.
  Fiscal
      Year Ended March 31, 2008Net
      ProductionOil
      (MBbls)
                
                100Gas
      (Mcf)
                
                5649Average
      Sales PriceOil
      (per Bbl)
                
                $101.00Gas
      (per Mcf)
                
                $7.97Average
      Production Cost (1)Per
      equivalent (Bbl of oil)
                
                $55.75Average
      Lifting Costs (2)Per
      equivalent (Bbl of oil)
                
                $35.50
    (1)                       Production costs include all operating expenses, depreciation,
depletion and amortization, lease operating expenses and all associated taxes.
Does not include impairment.
 
 (2)                       Direct
lifting costs do not include impairment expense or
depreciation, depletion and amortization.
 
 Productive
Wells and Acreage
 
 Gross
and Net Productive Gas Wells, Developed Acres, and Overriding Royalty
Interests
 
 Leasehold Interests - Productive Wells and
Developed Acres: The tables below sets forth our leasehold interests in
productive and shut-in gas wells, and in developed acres, at March 31,
2008:
  Producing
      and Shut InProspect
                
                Gross
      Gas
                
                Net
      (1) GasTexas
      - Young County
                
                20.000
                
                20.000Texas
      - Palo Duro Basin
                
                0.000
                
                0.000Oklahoma
                
                0.018
                
                7.000Tennessee
                
                5.000
                
                5.000Kentucky
                
                8.000
                
                8.000Wyoming
                
                3.000
                
                1.000
  (1) A net
well is deemed to exist when the sum of fractional ownership working interests
in gross wells equals one. The number of net wells is the sum of the fractional
working interests owned in gross wells expressed as whole numbers and fractions
thereof.
   Developed
      Acreage Table Developed Acres (1)Prospect
                    
                    Gross
      (2)
                    
                    Net
      (3)Texas
      - Young County
                    
                    55
                    
                    55Texas
      - Palo Duro Basin
                    
                    0
                    
                    0Oklahoma
                    
                    180
                    
                    60Tennessee
                    
                    160
                    
                    160Kentucky
                    
                    446
                    
                    446Wyoming
                    
                    242
                    
                    63
 (1)
                Consists
      of acres spaced or assignable to productive
  wells.
 
 (2)
                A
      gross acre is an acre in which a working interest is owned. The number of
      gross acres is the total number of acres in which a working interest is
      owned.
 
 (3)
                A
      net acre is deemed to exist when the sum of fractional ownership working
      interests in gross acres equals one. The number of net acres is the sum of
      the fractional working interests owned in gross acres expressed as whole
      numbers and fractions
thereof.
   13
 Table of Contents
  Undeveloped
Acreage
 
 Leasehold Interests Undeveloped
Acreage: The following table sets forth our leasehold interest in
undeveloped acreage at March 31, 2008:
  Undeveloped
      Acreage Table Undeveloped Acres (1)Prospect
                
                Gross
      (2)
                
                Net
      (3)Texas
      - Young County
                
                270
                
                270Texas
      - Palo Duro Basin
                
                722
                
                722Oklahoma
                
                220
                
                90Tennessee
                
                1440
                
                1440Kentucky
                
                2284
                
                2284Wyoming
                
                1618
                
                421
  Gas
Delivery Commitments
 
 None.
 
 Reserve
Information - Oil and Gas Reserves:
 
 W. F.
Glover Engineering, Ramsey Property Management and Nova Resource, Inc. evaluated
the Company’s oil and gas reserves attributable to its properties at March 31,
2008.  Reserve calculations by independent petroleum engineers involve
the estimation of future net recoverable reserves of oil and gas and the timing
and amount of future net revenues to be received there from. Those
estimates are made using sales prices estimated to be in effect as of the date
of such reserve estimates and are held constant throughout the life of the
properties (except to the extent a contract specifically provides for
escalation). Estimated quantities of proved reserves and future net revenues
there from are affected by oil and gas prices, which have fluctuated widely in
recent years. Moreover, these estimates are based on numerous factors, many of
which are variable, uncertain and beyond the control of the producer. Reserve
estimators are required to make numerous, subjective judgments based upon
professional training, experience and educational background. As a result,
estimates of different engineers, including those used by Platina, may vary. The
extent and significance of the judgments are sufficient to render reserve
estimates inherently imprecise, since reserve revenues and operating expenses
may not occur as estimated. Moreover, it is common for the actual production and
revenues later received to vary from earlier estimates. Estimates made in the
first few years of production from a property are generally not as reliable as
later estimates based on a longer production history. Reserve estimates based
upon volumetric analysis are inherently less reliable than those based on
lengthy production history. Also, potentially productive gas wells may not
generate revenue immediately due to lack of pipeline connections and potential
development wells may have to be abandoned due to unsuccessful completion
activities. Hence, reserve estimates may vary from year to year. Based on the
preceding, the reserve data set forth in this Annual Report must be viewed only
as estimates and not as exact information.
 
 Estimated Proved/Developed and
Undeveloped Reserves: The following tables
set forth our estimated proved developed and proved undeveloped oil and gas
reserves for the year ended March 31, 2008 (the Company had no reserves for
prior years).  See Note 7 to the Consolidated Financial Statements and
the above discussion.
 Developed
      and Undeveloped ReservesEstimated
      Proved/Developed and Undeveloped Reserves
                
                Developed
                
                Undeveloped
                
                TotalOil
      (Bbls)
                
                200,000
                
                1,800,000
                
                2,000,000March
      31, 2008Gas
      (MMcf)
                
                2,000
                
                18,000
                
                20,000
   Oil and Gas Reserves Reported to Other
Agencies: The Company did not file any estimates of total proved net oil
or gas reserves with, or include such information in reports to, any federal
authority or agency since the beginning of the fiscal year ended March 31,
2008.
  Title
to Properties
 
 The
Company’s properties are subject to customary royalty interests, liens under
indebtedness, liens incident to operating agreements and liens for current taxes
and other burdens, including mineral encumbrances and restrictions. Platina’s
current credit facility is also secured by a first lien on a large part of its
assets. Management does not believe that any of these burdens materially
interferes with the use of our properties in the operation of our
business.
 
 Management
believes that the Company has satisfactory title to or rights in all of its
producing properties. As is customary in the natural gas and oil industry,
minimal investigation of title is made at the time of acquisition of undeveloped
properties. In most cases, Management investigates title and obtains title
opinions from counsel or has title reviewed by certified landmen only
when   producing properties are acquired or before drilling
operations begin.
 
 Sale
of Natural Gas and Oil
 
 The
Company does not intend to refine its natural gas or oil production. The Company
expects to sell all or most of its production to a small number of purchasers in
a manner consistent with industry practices at prevailing rates by means of
long-term sales contracts. Management is developing a market with purchasers
such as end-users, local distribution companies, and natural gas brokers.
Management has executed several long-term purchase contracts, and can readily
find other purchasers, if needed. In areas where there is no practical access to
pipelines, oil is trucked to storage facilities.
 
 Markets
and Marketing
  The
natural gas and oil industry has experienced rising prices in recent years. As a
commodity, global natural gas and oil prices respond to macro-economic factors
affecting supply and demand. In particular, world oil prices have risen in
response to political unrest and supply uncertainty in Iraq, Venezuela, Nigeria
and Iran, and increasing demand for energy in rapidly growing economies, notably
India and China. Due to rising world prices and the consequential impact on
supply, North American prospects have become more attractive. Escalating
conflicts in the Middle East and the ability of OPEC to control supply and
pricing are some of the factors negatively impacting the availability of global
supply. In contrast, increased costs of steel and other products used to
construct drilling rigs and pipeline infrastructure, as well as higher drilling
and well-servicing rig rates, negatively impact the cost associated with
generating domestic supplies.
 
 The oil
and gas markets are affected by many factors beyond Management’s control, such
as the availability of other domestic production, commodity prices, the
proximity and capacity of natural gas and oil pipelines, and general
fluctuations of global and domestic supply and demand. Although Management has
entered into certain sales contracts at this time, it does not anticipate
difficulty in finding additional sales opportunities.
 
 Natural
gas and oil sales prices are negotiated based on factors such as the spot price
for gas or posted price for oil, price regulations, regional price variations,
distances from wells to pipelines, well pressure, and estimated reserves. Many
of these factors are outside the Company’s control. Natural gas and oil
prices have historically experienced high volatility, related in part to
ever-changing perceptions within the industry of future supply and
demand.
 
 Competition
 
 The
natural gas and oil industry is intensely competitive and, as an early-stage
company, Platina must compete against larger companies that may have greater
financial and technical resources than the Company and substantially more
experience in the industry. These competitive advantages may better enable
competitors to sustain the impact of higher exploration and production costs,
natural gas and oil price volatility, productivity variances between properties,
overall industry cycles and other factors related to the industry. Their
advantage may also negatively impact the Company’s ability to acquire
prospective properties, develop reserves, attract and retain quality personnel
and raise capital.
 
 Governmental
Regulation
  Natural
Gas and Oil Regulation
 
 Regulation of Transportation and
Sale of Natural Gas. Historically, the transportation and sale for resale
of natural gas in interstate commerce have been regulated pursuant to the
Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations
issued under those Acts by the Federal Energy Regulatory Commission, or FERC. In
the past, the federal government has regulated the prices at which natural gas
could be sold. While sales by producers of natural gas can currently be made at
uncontrolled market prices, Congress could reenact price controls in the future.
Deregulation of wellhead natural gas sales began with the enactment of the
Natural Gas Policy Act. In 1989, Congress enacted the Natural Gas Wellhead
Decontrol Act. The Decontrol Act generally removed all Natural Gas Act and
Natural Gas Policy Act price and non-price controls affecting wellhead sales of
natural gas effective January 1, 1993.
   14
 Table of Contents
   Since the
mid-1980s, the FERC has endeavored to make natural gas transportation more
accessible to natural gas buyers and sellers on an open and non-discriminatory
basis. The FERC has stated that open access policies are necessary to improve
the competitive structure of the interstate natural gas pipeline industry and to
create a regulatory framework that will put natural gas sellers into more direct
contractual relations with natural gas buyers by, among other things, unbundling
the sale of natural gas from the sale of transportation and storage services.
Beginning in 1992, the FERC issued Order No. 636 and a series of related orders
to implement its open access policies. As a result of the Order No. 636 program,
the marketing and pricing of natural gas have been significantly altered. The
interstate pipelines' traditional role as wholesalers of natural gas has been
eliminated and replaced by a structure under which pipelines provide
transportation and storage services on an open access basis to others who buy
and sell natural gas. Although the FERC's orders do not directly regulate
natural gas producers, they are intended to foster increased competition within
all phases of the natural gas industry.
 
 In 2000,
the FERC issued Order No. 637 and subsequent orders, which imposed a number of
additional reforms designed to enhance competition in natural gas markets. Among
other things, Order No. 637 changed FERC regulations relating to scheduling
procedures, capacity segmentation, penalties, rights of first refusal and
information reporting. Management cannot accurately predict whether the FERC's
actions will achieve the goal of increasing competition in markets in which our
natural gas is sold. Additional proposals and proceedings that might affect the
natural gas industry are pending before the FERC and the courts. Therefore,
Management also cannot provide any assurance that the less stringent regulatory
approach recently established by the FERC will continue. However, Management
does not believe that any action taken will affect Platina in a way that
materially differs from the way it affects other natural gas
producers.
 
 Intrastate
natural gas transportation and gathering of natural gas is subject to regulation
by state regulatory agencies. The basis for intrastate regulation of natural gas
transportation and gathering and the degree of regulatory oversight and scrutiny
given to intrastate natural gas transportation and gathering rates and services
varies from state to state. Insofar as such regulation within a particular state
will generally affect all shippers on intrastate natural gas pipelines and
gatherers within the state on a comparable basis, Management believes that the
regulation of similarly situated intrastate natural gas transportation and
gathering in any state in which the Company operates and ships natural gas on an
intrastate basis will not affect its operations in any way that is of material
difference from those of competitors.
 
 Regulation of Transportation and
Sale of Oil. Sales of oil, condensate and natural gas liquids are not
currently regulated and are made at negotiated prices. Nevertheless, Congress
could enact (or, in some cases, reenact) price controls in the
future.
  The
Company’s sales of oil are affected by the availability, terms and cost of
transportation. The transportation of oil in common carrier pipelines is also
subject to rate regulation. The FERC regulates interstate oil pipeline
transportation rates under the Interstate Commerce Act. In general, interstate
oil pipeline rates must be cost-based, although settlement rates agreed to by
all shippers are permitted and market-based rates may be permitted in certain
circumstances. Effective January 1, 1995, the FERC implemented regulations
establishing an indexing system (based on inflation) for transportation rates
for oil that allowed for an increase or decrease in the cost of transporting oil
to the purchaser. A review of these regulations by the FERC in 2000 was
successfully challenged on appeal by an association of oil pipelines. On remand,
the FERC in February 2003 increased the index slightly, effective July 2001.
Intrastate oil pipeline transportation rates are subject to regulation by state
regulatory commissions. The basis for intrastate oil pipeline regulation, and
the degree of regulatory oversight and scrutiny given to intrastate oil pipeline
rates, varies from state to state. Insofar as effective interstate and
intrastate rates are equally applicable to all comparable shippers, the
Company believes that the regulation of oil transportation rates will not
affect the Company’s operations in any way that is of material difference from
those of competitors.
  Further,
interstate and intrastate common carrier oil pipelines must provide service on a
non-discriminatory basis. Under this open access standard, a common carrier must
offer the same terms and rates to all similarly-situated shippers requesting
service. When oil pipelines operate at full capacity, access is governed by
pro-rationing provisions set forth in the pipelines' published
tariffs.  Accordingly, Management believes that access to oil pipeline
transportation services will generally be available to the Company to the same
extent as to its competitors.
 
 Environmental
Regulation
 
 The
Company is subject to stringent federal, state and local laws, that, among other
things, govern the issuance of permits to conduct exploration, drilling and
production operations, the amounts and types of materials that may be released
into the environment, the discharge and disposition of waste materials, the
remediation of contaminated sites and the reclamation and abandonment of wells,
sites and facilities. Numerous government departments issue rules and
regulations to implement and enforce such laws, which are often difficult and
costly to comply with and which carry substantial civil and even criminal
penalties for failure to comply. Some laws, rules and regulations relating to
protection of the environment may, in certain circumstances, impose strict
liability for environmental contamination, rendering a person liable for
environmental damages and cleanup costs without regard to negligence or fault on
the part of such person. Other laws, rules and regulations may restrict the rate
of oil and natural gas production below the rate that would otherwise exist or
even prohibit exploration and production activities in sensitive areas. In
addition, state laws often require various forms of remedial action to prevent
pollution, such as closure of inactive pits and plugging of abandoned wells. The
regulatory burden on the oil and natural gas industry increases Platina’s cost
of doing business and consequently affects its profitability. These costs are
considered a normal, recurring cost of the Company’s on-going operations.
Platina’s domestic competitors are generally subject to the same laws and
regulations. Management believes that the Company is in substantial compliance
with current applicable environmental laws and regulations and that continued
compliance with existing requirements will not have a material adverse impact on
its operations.
  15
 Table of Contents
  The
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
imposes liability, without regard to fault, on certain classes of persons that
are considered to be responsible for the release of a "hazardous substance" into
the environment. These persons include the current or former owner or operator
of the disposal site or sites where the release occurred and companies that
disposed or arranged for the disposal of hazardous substances. Under CERCLA,
such persons may be subject to joint and several liabilities for the cost of
investigating and cleaning up hazardous substances that have been released into
the environment, for damages to natural resources and for the cost of certain
health studies. In addition, companies that incur liability frequently also
confront third-party claims because it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury and
property damage allegedly caused by hazardous substances or other pollutants
released into the environment from a polluted site.
  The
Federal Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976, or RCRA, regulates the generation, transportation,
storage, treatment and disposal of hazardous wastes and can require cleanup of
hazardous waste disposal sites. RCRA currently excludes drilling fluids,
produced waters and other wastes associated with the exploration,
development or production of oil and natural gas from regulation as "hazardous
waste."  State law usually regulates disposal of such non-hazardous
natural gas and oil exploration, development and production wastes. Other wastes
handled at exploration and production sites or used in the course of providing
well services may not fall within this exclusion. Moreover, stricter standards
for waste handling and disposal may be imposed on the oil and natural gas
industry in the future. From time to time, legislation is proposed in Congress
that would revoke or alter the current exclusion of exploration, development and
production wastes from the RCRA definition of "hazardous wastes," thereby
potentially subjecting such wastes to more stringent handling, disposal and
cleanup requirements. If such legislation were enacted, it could have a
significant impact on the Company’s operating costs, as well as the oil and
natural gas industry in general. The impact of future revisions to environmental
laws and regulations cannot be predicted.
  The
Company’s operations are also subject to the Clean Air Act, or CAA, and
comparable state and local requirements. Amendments to the CAA were adopted in
1990 and contain provisions that may result in the gradual imposition of certain
pollution control requirements with respect to air emissions from our
operations. The Company may be required to incur certain capital expenditures in
the future for air pollution control equipment in connection with obtaining and
maintaining operating permits and approvals for air emissions. However,
Management believes the Company’s operations will not be materially adversely
affected by any such requirements, and the requirements are not expected to be
any more burdensome to Platina than to other similarly situated companies
involved in oil and natural gas exploration and production
activities.
  The
Federal Water Pollution Control Act of 1972, as amended, or the Clean Water Act,
imposes restrictions and controls on the discharge of produced waters and other
wastes into navigable waters. Permits must be obtained to discharge pollutants
into state and federal waters and to conduct construction activities in waters
and wetlands. Certain state regulations and the general permits
issued under the Federal National Pollutant Discharge Elimination System
program prohibit the discharge of produced waters and sand, drilling fluids,
drill cuttings and certain other substances related to the oil and natural gas
industry into certain coastal and offshore waters, unless otherwise
authorized. Further, the EPA has adopted regulations requiring certain oil and
natural gas exploration and production facilities to obtain permits for storm
water discharges. Cost may be associated with the treatment of wastewater or
developing and implementing storm water pollution prevention plans. The Clean
Water Act and comparable state statutes provide for civil, criminal and
administrative penalties for unauthorized discharges for oil and other
pollutants and impose liability on parties responsible for those discharges for
the cost of cleaning up any environmental damage caused by the release and for
natural resource damages resulting from the release. Management believes that
the Company’s operations comply in all material respects with the requirements
of the Clean Water Act and state statutes enacted to control water
pollution.
 
 Underground
injection is the subsurface placement of fluid through a well, such as the
re-injection of brine produced and separated from oil and natural gas
production. The Safe Drinking Water Act of 1974, as amended, establishes a
regulatory framework for underground injection, with the main goal being the
protection of usable aquifers. The primary objective of injection well operating
requirements is to ensure the mechanical integrity of the injection apparatus
and to prevent migration of fluids from the injection zone into underground
sources of drinking water. Hazardous-waste injection well operations are
strictly controlled and certain wastes, absent an exemption, cannot be injected
into underground injection control wells. In Texas, no underground injection may
take place except as authorized by permit or rule.
   16
 Table of Contents
  Statutes
that provide protection to animal and plant species and that may apply to our
operations include the National Environmental Policy Act, the Oil Pollution Act,
the Emergency Planning and Community Right-to-Know Act, Research and Sanctuaries
Act, the Fish and Wildlife Coordination Act, the Fishery Conservation and
Management Act, the Migratory Bird Treaty Act and the National Historic
Preservation Act. These laws and regulations may require the acquisition of a
permit or other authorization before construction or drilling commences and may
limit or prohibit construction, drilling and other activities on certain lands
lying within wilderness or wetlands and other protected areas and impose
substantial liabilities for pollution resulting from our operations. The permits
required for our various operations are subject to revocation, modification and
renewal by issuing authorities.
 
 Employees
 
 As of
June 15, 2008, the Company had 10 full-time employees.
  Facilities
 
 Our
corporate offices consist of approximately 2,670 square feet of space located at
14850 Montfort Dr. Suite 131, Dallas, Texas 75254-6750, with a rental of
approximately $4,000.00 per month.  The term of this lease lasts
through the end of April 2011.
 
 
 ITEM 3. LEGAL PROCEEDINGS
 
 The
Company is not now a party to any legal proceeding requiring disclosure in
accordance with the rules of the U.S. Securities and Exchange
Commission.  In the future, it may become involved in various legal
proceedings from time to time, either as a plaintiff or as a defendant, and
either in or outside the normal course of business. Management is not now in a
position to determine when (if ever) such a legal proceeding may arise. If the
Company ever becomes involved in a legal proceeding, its financial condition,
operations, or cash flows could be materially and adversely affected, depending
on the facts and circumstances relating to such proceeding.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
 
 None.
 
 PART II.
 
 ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES.
 
 Our
Common Stock has traded on the Electronic Bulletin Board of the National
Quotation Bureau under the symbol "PLTG" since June 17, 2005.  The
following table sets forth for the quarters indicated including the range of
high and low prices for our Common Stock as reported by the National Quotation
Bureau, but does not include retail markup, markdown or
commissions.
  High
                
                LowEnding
      March 31, 2008Fourth
      Quarter
                
                $0.21
                
                $0.07Third
      Quarter
                
                $0.29
                
                $0.15Second
      Quarter
                
                $0.55
                
                $0.13First
      Quarter
                
                $0.51
                
                $0.09Ending
      March 31, 2007Fourth
      Quarter
                
                $0.15
                
                $0.10Third
      Quarter
                
                $0.17
                
                $0.06Second
      Quarter
                
                $0.15
                
                $0.05First
      Quarter
                
                $0.07
                
                $0.04






As of
July 14, 2008, the Company had approximately 248 record holders of our common
stock.
 The
Company has never paid cash dividends, and has no intentions of paying cash
dividends in the foreseeable future.
  
 EQUITY
COMPENSATION PLANS
 
 The only
equity compensation plan that the Company has for its directors, officers,
employees and consultants pursuant to which options, rights or shares may be
granted or issued is contained in the Company’s 2005 Stock Option
Plan.
 
 However,
the Company also has outstanding  six individual compensation
arrangements pursuant to which shares may be granted or issued.  In
accordance with requirements of the U.S. Securities and Exchange Commission,
further information on the material terms of the compensation arrangements is
given below.
 
 The
following table provides information as of March 31, 2008 with respect to the
Company’s compensation plans (including individual compensation arrangements),
under which securities are authorized for issuance aggregated as to (i)
compensation plans previously approved by stockholders, and (ii) compensation
plans not previously approved by stockholders:
 
 Equity
Compensation Plan Information
  Equity
      Compensation Plan
                
                Number
      of Securities to be issued upon exercise of outstanding options, warrants
      and rights
                Weighted-average
      exercise price of outstanding options, warrants and rights
                Number
      of securities remaining available for future issuance under equity
      compensation plans [excluding securities reflected in column
      (a)]Plan
      Category
                
                (a)
                
                (b)Equity
      compensation plans approved by security holders (1)
                
                3,000,000
                
                $0.09
                
                0Equity
      compensation plans not approved by security holders
                
                10,200,000
                
                $0.40
                
                0Total
                
                13,200,000
                
                $0.35
                
                0
  Our 2005
Stock Option Plan is the only equity compensation plan approved by
stockholders.
  
   Individual
Compensation Arrangements
  On March 28,
2007, the Company granted a consultant options to purchase 200,000 shares of its
common stock at a price of $0.10 per share, the option expires on March 27,
2010.  On June 7, 2007, the Company granted a consultant options to
purchase 1,000,000 shares of its common stock at a price of $0.28 per share, the
option expires on June 7, 2012.  On December 31, 2007, the Company
granted a consultant options to purchase 1,500,000 shares of its common stock.
750,000 shares can be purchased at a price of $0.25 per share and 750,000 shares
can be purchased at a price of $0.40 per share. The options expire on December
31, 2012.  In early calendar 2008, the Company also issued to each of three
consultants warrants to purchase 2,500,000 (for an aggregate of 7,500,000)
shares of its common stock at $0.25 per share.  The warrants expire on five
years from date of grant.
  On August
31, 2007, the Company granted La Jolla Cove warrants to purchase 3,000,000
shares of the Company’s common stock (See Note 8). On January 17, 2008, the
Company issued Energas warrants to purchase 2,500,000 shares of its common stock
at $0.25 per share. The warrants expire on five years from date of grant. The
Company valued the 2,500,000 warrants at $301,000, which is include in the cost
of the Company’s oil and gas properties. On January 25,, 2008, the Company
issued a consultant warrants to purchase 2,500,000 shares of its common stock at
$0.25 per share. The warrants expire on five years from date of grant. The
Company valued the 2,500,000 warrants at $427,000, which is being amortized over
the 6 month term of the agreement. On January 25,, 2008, the Company issued
another consultant warrants to purchase 2,500,000 shares of its common stock at
$0.25 per share. The warrants expire on five years from date of grant. The
Company valued the 2,500,000 warrants at $425,500, which is being amortized over
the 6 month term of the agreement. On February 1, 2008, the Company issued a
consultant warrants to purchase 2,500,000 shares of its common stock at $0.25
per share. The warrants expire on five years from date of grant. The Company
valued the 2,500,000 warrants at $307,500, which is being amortized over the 6
month term of the agreement. In the purchase of Enhanced, the Company granted
warrants to purchase 500,000 shares of the Company’s common stock at $0. 25 per
share, and warrants to purchase 500,000 shares of the Company’s common stock at
$0. 50 per share (See Note 3).
   17
 Table of Contents
 
 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.
  The
following discussion and analysis of the Company’s financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and related notes included elsewhere in this Annual Report.
In addition to historical information, the discussion in this report contains
forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those anticipated by these forward-looking
statements due to factors including, but not limited to, those factors set forth
under "Risk Factors" and elsewhere in this Annual Report.
 
 Overview
 
 Platina
is an early stage, independent oil and gas exploration and production company
headquartered in Dallas, Texas. The Company intends to engage primarily in the
exploration and development of oil and gas properties, currently in the States
of Texas, Oklahoma, Tennessee, Kentucky and Wyoming.  The Company’s
management intends to engage in a broad range of activities associated with the
oil and gas business in an effort to develop oil and gas reserves, and to
produce oil and gas as Platina’s principal products.  Management
anticipates its activities will include acquiring interests in oil or gas
properties located in established fields, participating in developmental
drilling operations, acquiring interests in producing oil or gas properties, as
well as participating in tertiary recovery procedures on existing wells using
thermal dynamic pulse units (“TPU’s”), which involve a proprietary, enhanced oil
recovery technology.  From the time that Management changed the
Company’s business focus to oil and gas in the summer of 2005 until near the end
of fiscal 2007, the business emphasis was on the development of the TPU
technology.  Starting near the end of fiscal 2007 until the present,
Management has emphasized the drilling of new wells and tertiary recovery
procedures on existing wells, while continuing to develop the TPU
technology.  As of March 31, 2008, the Company owned natural gas and
oil leasehold interests in approximately 8,600 gross (7,000 net) acres,
approximately 80% of which are undeveloped.  In addition, the Company
owns working interests in 73 gross (41) net wells.  As of March 31,
2008, the Company had estimated net proved reserves of 2.9 million bbls of oil
and 21.6 thousand MMCF of natural gas.  The estimated net proved
reserves are located on approximately 90% of the net acreage.
 
 Recent
Developments
 
 Significant recent developments
include the following:
 
 *
                On
      January 10, 2008, the Company completed a $1.5 million loan financing with
      Trafalgar Capital Specialized Fund, Luxembourg
    (“Trafalgar”);
 
 *
                On
      January 17, 2008 (effective January 1, 2008), for an aggregate purchase
      price of $2.3 million, the Company acquired from Energas Resources, Inc.
      various assets located in Laurel, Whitley and Clinton Counties, Kentucky
      consisting of (a) 8 gross (8 net) wells on 2900 gross (2900 net) acres,
      and (b) approximately nine miles of natural gas transmission line, and
      gathering system facilities, compressor station and De-Hy
      Unit;
 
 *
                On
      March 31, 2008, for a purchase price consisting of our preferred shares
      convertible into $1.44 million worth of shares of our common stock and
      warrants to purchase up to 1.0 million additional shares of our common
      stock, the Company acquired from UTEK Corporation complete ownership of
      its subsidiary that had as its principal assets (a) a Patent License
      Agreement with the University of Texas System respecting a patent for a
      production system and method for producing fluids from a well that
      includes a technology that utilizes a combination of an electrical
      submersible pump and a jet pump to separate liquid and gas streams, and
      (b) approximately $300,000 in cash;
and
 
 *
                On
      May 22, 2008, the Company completed another loan financing with Trafalgar,
      this time for the loan amount of $2.3
million.
 
 *
                As
      of June 21, 2008, the Company have successfully drilled and tested one
      well in Wyoming.
 
 *
                As
      of June 28, 2008, the Company has successfully drilled four wells in
      Laurel County, Kentucky.
  Critical
Accounting Policies and Estimates
 
 Our
discussion of our financial condition and results of operations is based on the
information reported in our financial statements. The preparation of our
financial statements requires us to make assumptions and estimates that affect
the reported amounts of assets, liabilities, revenues and expenses as well as
the disclosure of contingent assets and liabilities as of the date of our
financial statements. We base our assumptions and estimates on historical
experience and other sources that we believe to be reasonable at the time.
Actual results may vary from our estimates due to changes in circumstances,
weather, politics, global economics, mechanical problems, general business
conditions and other factors. Our significant accounting policies are detailed
in Note 1 to our financial statements included in this Annual Report. We have
outlined below certain of these policies that have particular importance to the
reporting of our financial condition and results of operations and that require
the application of significant judgment by our management.
 
 Key
Definitions
 
 Proved
reserves, as defined by the U.S. Securities and Exchange Commission, are the
estimated quantities of crude oil, condensate, natural gas and natural gas
liquids that geological and engineering data demonstrate with reasonable
certainty are recoverable in future years from known reservoirs under existing
economic and operating conditions. Valuations include consideration of changes
in existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions. Prices do not include the effect of
derivative instruments, if any, entered into by us.
 
 Proved
developed reserves are those reserves expected to be recovered through existing
equipment and operating methods. Additional oil and gas volumes expected to be
obtained through the application of fluid injection or other improved recovery
techniques for supplementing the natural forces and mechanisms of primary
recovery are included as proved developed reserves only after testing of a pilot
project or after the operation of an installed program has confirmed through
production response that increased recovery will be achieved.
 
 Proved
undeveloped reserves are those reserves that are expected to be recovered from
new wells on non-drilled acreage, or from existing wells where a relatively
major expenditure is required for re-completion. Reserves on non-drilled acreage
are limited to those drilling units offsetting productive units that are
reasonably certain of production when drilled. Proved reserves for other
non-drilled units are claimed only where it can be demonstrated with certainty
that there is continuity of production from the existing productive
formation.
 
 Oil
and Gas Properties
 
 Platina
follows the full cost method of accounting for crude oil and natural gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as
unsuccessful   exploration   and   development
activities   are   capitalized.  Depreciation,
depletion, and amortization of capitalized crude oil and natural gas properties
and estimated future development costs, excluding unproved properties, are based
on the unit-of-production method based on proved reserves.
 
 Long-Lived
Assets
 
 Platina
accounts for its long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets.”  SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset may
no longer be appropriate.  Management assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition.  If the future
net cash flows are less than the carrying value of the asset, an impairment loss
is recorded equal to the difference between the asset’s carrying value and fair
value or disposable value.
 
 Convertible
Debentures
 
 If the
conversion feature of conventional convertible debt provides for a rate of
conversion that is below market value, this feature is characterized as a
beneficial conversion feature (“BCF”).  A BCF is recorded as a debt
discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”), Accounting for
Convertible Securities with Beneficial Conversion Features or Contingency
Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application of EITF Issue
No. 98-5 to Certain Convertible Instruments.  In those circumstances,
the convertible debt will be recorded net of the discount related to the
BCF.  The Company amortizes the discount to interest expense over the
life of the debt using the effective interest method.
 
 Non-Convertible
Debentures
 
 Platina  accounts
for its non-conventional convertible debt and the related stock purchase
warrants.  In the case of non-conventional convertible debt, we bifurcate
our embedded derivative instruments and records them under the provisions of
SFAS No. 133, Accounting
for Derivative Instruments and Hedging  Activities,” as amended, and
EITF Issue No. 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock. ” These embedded derivatives include the conversion feature,
liquidated damages related to registration rights and default provisions. 
The accounting treatment of derivative financial instruments requires that we
record the derivatives and related warrants at their fair values as of the
inception date of the agreement and at fair value as of each subsequent balance
sheet date.  In addition, under the provisions of EITF Issue No. 00-19, as
a result of entering into the non-conventional convertible debenture, we are
required to value and classify all other non-employee stock options and warrants
as derivative liabilities at that date and mark them to market at each reporting
date thereafter.  Any change in fair value will be recorded as
non-operating, non-cash income or expense at each reporting date.  If the
fair value of the derivatives is higher at the subsequent balance sheet date, we
will record a non-operating, non-cash charge.  If the fair value of the
derivatives is lower at the subsequent balance sheet date, we will record
non-operating, non-cash income.  We value our derivatives primarily using
the Black-Scholes Option Pricing Model.  The derivatives are classified as
long-term liabilities.
 
 
 18
 Table of Contents
 
 Other
derivatives
 
 Platina
accounts for our committed common shares in excess of the number of our
authorized and unissued shares pursuant to EITF 00-19 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock”.  EITF 00-19, requires that we record a liability for the fair
value of committed shares in excess of the authorized and unissued
shares.
 
 Committed
shares are any shares on which 1) we are obligated to issue pursuant to the
terms of convertible debt that we are obligated, 2) shares that we are obligated
to issue pursuant to the terms of our issued and outstanding convertible
preferred stock, and 3) depending on the exercise price in terms of our trading
price, shares that we are obligated to issue pursuant to stock warrants and
options the we granted and that are currently
exercisable.
 Revenue
recognition
 
 Revenue
is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101,
“Revenue Recognition in Financial Statements,” as revised by SAB No.
104.  As such, revenue is recognized when persuasive evidence of an
arrangement exists, title transfer has occurred, the price is fixed or readily
determinable and collectability is probable.  Sales are recorded net
of sales discounts.
  Stock
Based Compensation
  The
Company accounts for stock-based compensation under SFAS No. 123R, "Share- based
Payment” " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which we expect to receive
the benefit, which is generally the vesting period.
 
 Issuance
of Stock for Non-Cash Consideration
 
 All
issuances of the Company’s stock for non-cash consideration have been assigned a
per share amount equaling either the market value of the shares issued or the
value of consideration received, whichever is more readily determinable. The
majority of the non-cash consideration received pertains to services rendered by
consultants and others and has been valued at the market value of the shares on
the dates issued.
 
 Net
Loss per Share
 
 The
provisions of SFAS No. 128, “Earnings Per Share” (“EPS”)
have been adopted.  SFAS No. 128 provides for the calculation of basic
and diluted earnings per share.   Basic EPS includes no dilution
and is computed by dividing income or loss available to common shareholders by
the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution of securities
that could share in the earnings or losses of the entity, arising from the
exercise of options and warrants and the conversion of convertible
debt.
 
 Fair
Value of Financial Instruments
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments,” Management is required to estimate the fair value
of all financial instruments at the balance sheet date.   The
carrying values of our financial instruments in the financial statements are
considered in order to approximate their fair values due to the short -term
nature of the instruments.
 Results
of Operations - Year ended March 31, 2008 compared to the year ended March 31,
2007
 
 Revenues.  Revenues
in fiscal 2008 increased to $116,863 from $18,200 in fiscal
2007.  Fiscal 2008 revenues comprised $109,663 in income earned during
the exploratory stage, and $7,200 in revenue from equipment lease from the
jv/leasing arrangement of our thermal dynamic pulse unit.  Fiscal 2007
revenues comprised $-0- in income earned during the exploratory stage, and
$18,200 in revenue from equipment lease from such jv/leasing
arrangement.
 
 Expenses. Operating expenses
increased to $2,781,972 in fiscal 2008 from $664,468 in fiscal
2007.  This change comprises large increases in general and
administrative expense primarily attributable to non-cash stock
compensation.
 
 *
                General and Administrative
      expenses.The increase in general and
      administrative expense to $2,730,067 for fiscal 2008 from $664,468 for
      fiscal 2007 primarily reflects larger charges due to stock-based
      compensation (approximately $1.8 million in fiscal 2008 compared to
      approximately $351k in fiscal 2007.) and a larger scale of operations
      during fiscal 2008.
 
 Operating
Loss.As a result of the
above described revenues and expenses, we incurred an operating loss of
$2,665,109 in fiscal 2008 as compared to an operating loss of $646,268 in fiscal
2007.
 
 Other
Income (Expense).
 
 *
                Interest
      expense.Interest expense increased in fiscal 2008 to
      $568,045 from $195,577 in fiscal 2007 primarily as a result of the
      amortization of the discounts on convertible debt incurred during fiscal
      2008 to support drilling activity.
 
 *
                Gain on sale of
      asset.  In fiscal 2008, we had a gain on sale of asset in
      the amount of $134,786 related to the sale of the Company’s thermal pulse
      unit.   The Company had no such gain in fiscal
      2007.
 
 *
                Changes in fair value of
      derivative liability.  In fiscal 2008, Platina had
      changes in fair value of derivative liability in the amount of $3,188,033
      that primarily arose because the Company’s committed common shares
      exceeded the total shares that it had authorized as of March 31,
      2008.  There were no such changes in fiscal 2007.
      Subsequent to this filing, the share authorization was increased thereby
      eliminating this derivative
liability.
 
 *
                Loss on settlement of
      debt.  Loss on settlement of debt increased in fiscal
      2008 to $9,885,309 from $309,612 in fiscal 2007. In fiscal year 2008, the
      Company’s issuance of 46,900,000 shares of its common stock in exchange
      for canceling $101,900 of indebtedness as compared to its issuance of
      2,900,300 shares of common stock in exchange for cancelling $4,400 of
      indebtedness.  The loss represents the difference between the
      prevailing market price of the shares on the date of issuance and the
      conversion price of the related indebtedness. Subsequent to this filing,
      this note obligation has been satisfied in
full.
 
 Net Loss. The Companyincurred a net loss of $16,165,889, or
$.31 per share, in fiscal 2008 as compared to a net loss of $1,151,457, or $0.06
per share, in fiscal 2007 (most of this was paper loss).  The increase
in the net loss is largely due to increased general and administrative expense (most was attributed to stock issuances to management),
increased interest expense, adverse changes in fair value of derivative
liability (subsequently no longer exist), and an increased (non-cash) loss on
settlement of debt.
  Liquidity
and Capital Resources
  As of March 31, 2008, the Company had cash in the amount of $57,566,
while we had cash in the amount of $267 as of March 31, 2008. This increase is
largely attributable to the amount received in financing at end of FY 08. As of
March 31, 2008, the Company had receivables relating to oil and gas sales of
$28,944 and other receivables from other sources totaling $458,951. Of the
$458,951, $300,000 was due from UTEK on the Enhanced acquisition (See Note 3 to
the accompanying financial statements) and $77,750 on the sale of the Company’s
TPU unit and $68,381 refund on the advance on the rework of the Finely #2,. The
Company had no receivables due it as of March 31, 2007. Moreover as of March 31,
2008, there were prepaid expenses in the amount of $2,541,191, while we had
prepaid expenses in the amount of 188,277 as of March 31, 2008. Prepaid expense
largely consists of the value of shares of common stock and warrants issued to
various consultants that are being amortized into operations over thr respective
term of the various consulting agreements.
 19
 Table of Contents






ITEM 7. FINANCIAL STATEMENTS.























INDEX
      TO FINANCIAL STATEMENTS AND SCHEDULESFinancial
      Statements
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              F-1Consolidated
      Balance Sheets -
              
              F-2As
      of March 31, 2008Consolidated
      Statement of Operations -
              
              F-4As
      of March 31, 2008 andJanuary
      9, 2007 through March 31, 2008Consolidated
      Statements of Stockholders’ Equity -
              
              F-5Years
      Ended March 31, 2008 and 2007Consolidated
      Statements of Cash Flows
              
              F-6Years
      Ended March 31, 2007 andfor
      the Period January 9 to March 31, 2008Notes
      to Consolidated Financial Statements
              
              F-14








Table of Contents






REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 Board of
Directors and Stockholders
 Platina
Energy Group, Inc.
 
 We have
audited the accompanying consolidated balance sheet of Platina Energy Group,
Inc. (An Exploratory Company) as of March 31, 2008, and the related consolidated
statements of operations, stockholders’ (equity) and cash flows for the two
years then ended and for the period from January 9, 2007 through March 31,
2008.  These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Platina Energy Group, Inc.
as of March 31, 2008, and the results of its operations and its cash flows for
each of the two years then ended and for the period from January 9, 2007 through
March 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.
 
 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 has incurred recurring losses and has yet to be
successful in establishing profitable operations.  These factors,
among others, raise substantial doubt about its ability to continue as a going
concern.  Management’s plans regarding those matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 JONATHON
P. REUBEN, CPA
 AN
ACCOUNTANCY CORPORATION
 
 Torrance,
California
 July 11,
2008






F-1
 Table of Contents




PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      BALANCE SHEETMarch
      31,2008ASSETSCurrent
      assetsCash
                
                $
                57,304Accounts
      receivable, trade
                
                
                28,944Receivables,
      other
                
                
                458,951Prepaid
      expenses
                
                
                2,541,191Total
      current assets
                
                
                3,086,390Property
      & equipmentOil
      and gas properties, full cost method of accounting:Proven
                
                
                4,745,686Other
      property and equipment
                
                
                723,019Other
      assetsIntangible
      asset subject to amortization
                
                
                1,424,421Loan
      fees, net
                
                
                379,391$
                10,358,907




The accompanying notes are an integral part of these financial statements


F-2
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      BALANCE SHEET - continuedMarch
      31,2008LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expenses
                
                $
                238,800Payable
      on acquisition of subsidiary
                
                
                10,000Accrued
      compensation due officers
                
                
                407,000Note
      payable to related party
                
                
                294,739Notes
      payable - other
                
                
                1,295,810Total
      current liabilities
                
                
                2,246,349Long-
      term debt
                
                
                3,823,619Derivative
      liabilities
                
                
                3,488,033Total
      liabilities
                
                
                6,069,968Commitments
      and Contingencies
                
                
                -Stockholders'
      equityPreferred
      stock, par value $.001, 20,000,000 shares authorized70,000
      shares designated Series A, 61,091 shares issued andoutstanding.  Aggregate
      liquidation preference of $0. Oneshare
      of Series A preferred is convertible into 10 sharesof
      common stock.
                
                
                61Preferred
      stock, 100,000 shares designated Series B, 98,964shares
      issued and outstanding.  Aggregateliquidation
      preference of $9,896.
                
                
                99One
      share of Series B preferred is convertibleinto
      100 shares of common stock.Preferred
      stock, 10,000 shares designated Series C,
                
                
                43,600
      shares issued and outstandingAggregate
      liquidation of $360.  Oneshare
      of Series C preferred is convertible into100
      shares of common stock.Preferred
      stock, 10,000,000 shares designated Series D,
                
                
                5555,000
      shares issued and outstandingAggregate
      liquidation of $13,750.  Oneshare
      of Series D preferred is convertible into100
      shares of common stock.Preferred
      stock, 100,000 shares designated Series F,
                
                
                100100,000
      shares issued and outstandingAggregate
      liquidation of $1,440,000.  100,000 sharesof
      Series F preferred is convertible into16,941,176
      shares of common stock.Common
      stock; $0.001 par value; 100,000,000 sharesauthorized;
      99,697,908 shares issued and 81,697,908 shares
outstanding.
                
                
                81,698Additional
      paid in capital
                
                
                24,518,288Accumulated
      deficit
                
                
                (6,913,820
                )Deficit
      accumulated during the exploratory stage
                
                
                (16,885,579
                )Total
      stockholders' equity
                
                
                800,906$
                6,870,874












F-3
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONSFromYear
      Ended
              
              
              January
      9, 2007March
      31,
              
              
              through2008
              
              
              2007
              
              
              March
      31, 2008Revenue:Revenue
      from equipment lease
              
              $
              7,200
              
              
              $
              18,200
              
              
              $
              18,000Income
      earned during the exploratory stage
              
              
              109,663
              
              
              
              -
              
              
              
              109,663116,863
              
              
              
              18,200
              
              
              
              127,663Operating
      ExpensesTesting
      costs associated with Thermal Pump
              
              
              7,200
              
              
              
              -
              
              
              
              7,200Depreciation,
      depletion, and amortization
              
              
              44,705
              
              
              
              -
              
              
              
              44,705General
      and administrative expenses
              
              
              2,730,067
              
              
              
              664,468
              
              
              
              3,025,5392,781,972
              
              
              
              664,468
              
              
              
              3,077,444Loss
      from Operations
              
              
              (2,665,109
              )
              
              
              (646,268
              )
              
              
              (2,949,781
              )Other
      Income (Expense)Interest
      income
              
              
              5,821
              
              
              
              -
              
              
              
              5,821Gain
      on sale of asset
              
              
              134,786
              
              
              
              -
              
              
              
              134,786Interest
      expense
              
              
              (568,045
              )
              
              
              (195,577
              )
              
              
              (721,463
              )Changes
      in fair value of derivative liability
              
              
              (3,188,033
              )
              
              
              -
              
              
              
              (3,188,033
              )Loss
      on settlement of debt
              
              
              (9,885,309
              )
              
              
              (309,612
              )
              
              
              (10,166,909
              )(13,500,780
              )
              
              
              (505,189
              )
              
              
              (13,935,798
              )Net
      Loss
              
              $
              (16,165,889
              )
              
              $
              (1,151,457
              )
              
              $
              (16,885,579
              )Per
      Share DataBasic
      loss per share
              
              $
              (0.31
              )
              
              $
              (0.06
              )Weighted
      average commonshares
      outstanding
              
              
              52,245,166
              
              
              
              18,822,608












F-4
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)FOR
      THE YEARS ENDED MARCH 31, 2008 AND 2007DeficitAccumulatedAdditional
              
              
              
              
              
              During
      thePreferred
      Stock, Series A
              
              
              Preferred
      Stock, Series B
              
              
              Preferred
      Stock, Series C
              
              
              Preferred
      Stock, Series D
              
              
              Preferred
      Stock, Series F
              
              
              Common
      Shares
              
              
              
              
              
              Paid-in
              
              
              Accumulated
              
              
              ExploratoryShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Stage
              
              
              TotalBalance,
      March 31, 2006
              
              
              -
              
              
              $
              -
              
              
              
              20,000
              
              
              $
              20
              
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              
              18,429,731
              
              
              $
              18,430
              
              
              $
              5,893,346
              
              
              $
              (6,482,053
              )
              
              $
              -
              
              
              $
              (570,257
              )Issuance
      of shares for services
              
              
              -
              
              
              
              -
              
              
              
              20,000
              
              
              
              20
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,000,000
              
              
              
              2,000
              
              
              
              521,355
              
              
              
              -
              
              
              
              -
              
              
              
              523,375Issuance
      of shares for interest in oil properties
              
              
              -
              
              
              
              -
              
              
              
              47,500
              
              
              
              48
              
              
              
              3,600
              
              
              
              4
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              483,647
              
              
              
              -
              
              
              
              -
              
              
              
              483,699Shares
      converted
              
              
              -
              
              
              
              -
              
              
              
              (10,000
              )
              
              
              (10
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              (990
              )
              
              
              -
              
              
              
              -
              
              
              
              -Issuance
      of shares for cash
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,225,000
              
              
              
              1,225
              
              
              
              60,025
              
              
              
              -
              
              
              
              -
              
              
              
              61,250Issuance
      of shares for conversion of debt
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,900,300
              
              
              
              2,900
              
              
              
              346,127
              
              
              
              -
              
              
              
              -
              
              
              
              349,027Issuance
      of shares in connection with a loan
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              50,000
              
              
              
              50
              
              
              
              4,950
              
              
              
              -
              
              
              
              -
              
              
              
              5,000Cancellation
      of shares
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,025,000
              )
              
              
              (2,025
              )
              
              
              2,025
              
              
              
              -
              
              
              
              -
              
              
              
              -Valuation
      of conversion feature on notes payable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              134,775
              
              
              
              -
              
              
              
              -
              
              
              
              134,775Option
      grant to consultant
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              13,940
              
              
              
              -
              
              
              
              -
              
              
              
              13,940Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (431,767
              )
              
              
              (719,690
              )
              
              
              (1,151,457
              )Balance,
      March 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              77,500
              
              
              
              78
              
              
              
              3,600
              
              
              
              4
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              23,580,031
              
              
              
              23,580
              
              
              
              7,459,200
              
              
              
              (6,913,820
              )
              
              
              (719,690
              )
              
              
              (150,648
              )Issuance
      of shares for services
              
              
              -
              
              
              
              -
              
              
              
              2,500
              
              
              
              3
              
              
              
              -
              
              
              
              -
              
              
              
              55,000
              
              
              
              55
              
              
              
              -
              
              
              
              -
              
              
              
              9,391,071
              
              
              
              9,391
              
              
              
              2,608,239
              
              
              
              -
              
              
              
              -
              
              
              
              2,617,688Issuance
      of shares for interest in oil properties
              
              
              61,091
              
              
              
              61
              
              
              
              18,964
              
              
              
              18
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              502,543
              
              
              
              -
              
              
              
              -
              
              
              
              502,622Issuance
      of shares to joint venture holders for cash
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,050,000
              
              
              
              1,050
              
              
              
              253,700
              
              
              
              -
              
              
              
              -
              
              
              
              254,750Issuance
      of shares in acquisition of EnhancedOil
      Technologies, Inc.
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000
              
              
              
              100
              
              
              
              
              
              
              
              
              
              
              
              1,439,900
              
              
              
              
              
              
              
              
              
              
              
              1,440,000Issuance
      of shares for officer's compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              343,750
              
              
              
              344
              
              
              
              54,656
              
              
              
              -
              
              
              
              -
              
              
              
              55,000Issuance
      of shares for cash
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              55,556
              
              
              
              55
              
              
              
              24,944
              
              
              
              -
              
              
              
              -
              
              
              
              24,999Issuance
      of shares in exchange for the cancellationof
      trade payables
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              202,500
              
              
              
              203
              
              
              
              43,110
              
              
              
              
              
              
              
              
              
              
              
              43,313Issuance
      of shares for conversion of debt
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              46,900,000
              
              
              
              46,900
              
              
              
              9,916,733
              
              
              
              -
              
              
              
              -
              
              
              
              9,963,633Issuance
      of shares in connection with a loans
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              150,000
              
              
              
              150
              
              
              
              31,350
              
              
              
              -
              
              
              
              -
              
              
              
              31,500Issuance
      of shares in connection with offerings
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              25,000
              
              
              
              25
              
              
              
              4,825
              
              
              
              -
              
              
              
              -
              
              
              
              4,850Compensation
      recognized on warrants grants
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,183,938
              
              
              
              -
              
              
              
              -
              
              
              
              2,183,938Offering
      costs
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,850
              )
              
              
              -
              
              
              
              
              
              
              
              (4,850
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (16,165,889
              )
              
              
              (16,165,889
              )Balance,
      March 31, 2008
              
              
              61,091
              
              
              $
              61
              
              
              
              98,964
              
              
              $
              99
              
              
              
              3,600
              
              
              $
              4
              
              
              
              55,000
              
              
              $
              55
              
              
              
              100,000
              
              
              $
              100
              
              
              
              81,697,908
              
              
              $
              81,698
              
              
              $
              24,518,288
              
              
              $
              (6,913,820
              )
              
              $
              (16,885,579
              )
              
              $
              800,906










F-5
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFromYear
      Ended
              
              
              
              
              
              January
      9, 2007March
      31,
              
              
              
              
              
              through2008
              
              
              2007
              
              
              March
      31, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
              
              $
              (16,165,889
              )
              
              $
              (1,151,457
              )
              
              $
              (16,885,579
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Amortization
              
              
              49,643
              
              
              
              49,643
              
              
              
              62,054Depreciation
      expense
              
              
              18,316
              
              
              
              8,706
              
              
              
              20,669Depletion
      expense
              
              
              979
              
              
              
              -
              
              
              
              979Loss
      on settlement of debt
              
              
              9,885,309
              
              
              
              309,612
              
              
              
              10,166,909Gain
      on sale of assets
              
              
              (134,786
              )
              
              
              -
              
              
              
              (134,786
              )Change
      in fair value of conversion features
              
              
              -
              
              
              
              134,776
              
              
              
              134,776Change
      in fair value of derivative liability
              
              
              3,188,033
              
              
              
              -
              
              
              
              3,188,033Common
      stock issued for services
              
              
              592,688
              
              
              
              337,804
              
              
              
              780,492Amortization
      of debt discount
              
              
              308,333
              
              
              
              -
              
              
              
              308,333Amortization
      of prepaid loan fees
              
              
              62,084
              
              
              
              
              
              
              
              62,084Compensation
      recognized on stock option and warrant grants
              
              
              362,085
              
              
              
              13,940
              
              
              
              362,085Changes
      in assets:(Increase)
      decrease in prepaid expenses
              
              
              854,586
              
              
              
              2,294
              
              
              
              856,880(Increase)
      in accounts receivable, trade
              
              
              (28,944
              )
              
              
              -
              
              
              
              (28,944
              )(Increase)
      in accounts receivable, other
              
              
              (15,569
              )
              
              
              -
              
              
              
              (15,569
              )(Increase)
      decrease in deposits and other assets
              
              
              (3,123
              )
              
              
              1,312
              
              
              
              (3,123
              )Changes
      in liabilitiesIncrease
      (decrease) in accounts payable and accrued expenses
              
              
              6,105
              
              
              
              2,703
              
              
              
              58,066Increase
      in accrued compensation due related parties
              
              
              115,000
              
              
              
              72,000
              
              
              
              115,000Accrued
      interest expense added to principal
              
              
              46,475
              
              
              
              58,506
              
              
              
              62,823Net
      cash used in operating activities
              
              
              (858,675
              )
              
              
              (160,161
              )
              
              
              (888,818
              )Cash
      Flows from Investing ActivitiesProceeds
      from sale of interests in oil and gas properties
              
              
              270,250
              
              
              
              25,000
              
              
              
              295,250Acquisition
      of oil and gas properties
              
              
              (1,776,754
              )
              
              
              (55,590
              )
              
              
              (1,832,344
              )Purchase
      of equipment
              
              
              (11,000
              )
              
              
              (7,432
              )
              
              
              (11,000
              )Proceeds
      from sale of assets
              
              
              100,000
              
              
              
              -
              
              
              
              100,000Net
      cash used in investing activities
              
              
              (1,417,504
              )
              
              
              (38,022
              )
              
              
              (1,448,094
              )Cash
      Flows from Financing ActivitiesProceeds
      from sale of common stock
              
              
              279,750
              
              
              
              61,250
              
              
              
              279,750Proceeds
      from issuance of debt
              
              
              2,600,000
              
              
              
              50,000
              
              
              
              2,650,000Loan
      fees paid on financing
              
              
              (488,000
              )
              
              
              
              
              
              
              (488,000
              )Repayment
      of debt
              
              
              (107,584
              )
              
              
              -
              
              
              
              (107,584
              )Advances
      from related party
              
              
              49,050
              
              
              
              82,500
              
              
              
              60,050Repayment
      of related party advances
              
              
              -
              
              
              
              (1,500
              )
              
              
              -Net
      cash provided by financing activities
              
              
              2,333,216
              
              
              
              192,250
              
              
              
              2,394,216Net
      Increase (Decrease) in Cash and Cash Equivalents
              
              
              57,037
              
              
              
              (5,933
              )
              
              
              57,304Cash
      and Cash Equivalents - Beginning of Period
              
              
              267
              
              
              
              6,200
              
              
              
              -Cash
      and Cash Equivalents - End of Period
              
              $
              57,304
              
              
              $
              267
              
              
              $
              57,304








F-6
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFromYear
      Ended
              
              
              
              
              
              January
      9, 2007March
      31,
              
              
              
              
              
              through2008
              
              
              2007
              
              
              March
      31, 2008Supplemental
      Disclosures of Cash Flow InformationCash
      Paid For:Interest
      Expense
              
              $
              124,142
              
              
              $
              -
              
              
              $
              124,142Income
      Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non-Cash
      Financing and Investing Information:For
      the year ended March 31, 2008In
      April 2007, the Company issued 12,464 shares of its Series B preferred
      stock in exchangefor
      the extension of an option to acquire certain oil and gas leases. The
      shares were valued at $149,568 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      April 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $237,200on
      the conversion.In
      April 2007, the Company issued 1,266,667 shares of its common stock in
      exchange for the cancellation of$3,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $135,533on
      the conversion.In
      June 2007, the Company issued 1,400,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $182,000, which was based on the market value
      of the shares ondate
      of issuance.In
      June 2007, the Company issued 50,000 shares of its common stock in
      consideration for extendingthe
      due date of a note payable. The shares were valued at $9,500, which
      was based on the market value ofthe
      shares on date of issuance.In
      June 2007, the Company issued 1,833,333 shares of its common stock in
      exchange for the cancellation of$5,500
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $397,833on
      the conversion.In
      June 2007, the Company issued 61,091 shares of its Series A preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $171,055 based upon








F-7
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information:In
      October 2006, a note holder converted $35,015 of indebtedness due him by
      the Company into 700,300shares
      of the Company’s common stock.  The Company recognized a $28,012
      loss on the conversion.On
      October 12, 2006, the Company issued 3,600 shares of its Series C
      preferred stock in exchange for a 90-dayoption
      to acquire certain oil and gas leases in Lloyd and Briscoe Counties,
      Texas.  The option was valued at $32,400and
      was extended through the payment of $54,000 in January
    2007.In
      November 2006, the Company issued 1,250,000 shares of its common stock in
      consideration for investmentrelations
      services. The services were valued at $150,000 based on the market value
      of the shares on the date ofissuance.In
      January 2007, the Company issued 22,500 shares of its Series B preferred
      stock in consideration for the acquisitionof
      certain oil and gas leases. The shares were valued at $213,773 based upon
      the market price of the underlyingcommon
      shares at date of issuance.In
      January 2007, the Company issued 25,000 shares of its Series B preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $237,525 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      January 2007, the Company issued 50,000 shares of its common stock as
      additional considerationon
      a $50,000 loan.In
      February 2007, the Company issued 750,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $93,375, which was based on the market value
      of the shares ondate
      of issuance.In
      March 2007, the Company issued 20,000 shares of its Series B preferred
      stock in payment of a consultingagreement.
      The shares were valued at $280,000 based upon the market price of the
      underlying commonshares
      on date of issuance.In
      March 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $281,600on
      the conversion.In
      March 2007, the Company cancelled 5,000 shares of its Series B preferred
      stock in exchange for the issuanceof
      500,000 shares of its common stock.In
      April 2007, the Company issued 12,464 shares of its Series B preferred
      stock in exchangefor
      the extension of an option to acquire certain oil and gas leases. The
      shares were valued at $149,568 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      April 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $237,200on
      the conversion.In
      April 2007, the Company issued 1,266,667 shares of its common stock in
      exchange for the cancellation of$3,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $135,533on
      the conversion.In
      June 2007, the Company issued 1,400,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $182,000, which was based on the market value
      of the shares ondate
      of issuance.In
      June 2007, the Company issued 50,000 shares of its common stock in
      consideration for extendingthe
      due date of a note payable.  The shares were valued at $9,500,
      which was based on the market value ofthe
      shares on date of issuance.










F-8
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information (continued):In
      June 2007, the Company issued 1,833,333 shares of its common stock in
      exchange for the cancellation of$5,500
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $397,833on
      the conversion.In
      June 2007, the Company issued 61,091 shares of its Series A preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $171,055 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      June 2007, the Company issued 6,500 shares of its Series B preferred stock
      in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $182,000 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      June 2007, the Company issued 8,800,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $2,481,600on
      the conversion.In
      June 2007, the Company issued 1,000,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $190,000, which was based on the market value
      of the shares ondate
      of issuance.In
      July 2007, the Company issued 53,571 shares of its common stock as part
      consideration  on compensation earnedby
      an officer. The shares were valued at $15,000, which was based on the
      market value of the shares on date ofissuance.In
      July 2007, the Company issued 300,000 shares of its common stock in
      accordance with an employmentagreement.
      The shares were valued at $84,000, which was based on the market value of
      the market value of theshares
      on date of issuance.In
      August 2007, the Company issued 3,900,000 shares of its common stock in
      exchange for the cancellation of$11,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $667,967on
      the conversion.In
      September 2007, the Company issued 7,900,000 shares of its common stock in
      exchange for the cancellation of$23,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $1,624,000on
      the conversion.In
      September 2007, the Company issued 100,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $9,000, which was based on the market value of
      the shares ondate
      of issuance.In
      September 2007, the Company issued 202,500 shares of its common stock in
      exchange for the cancellationof
      $19,737 of indebtedness due on certain accounts payables. The company
      recognized a loss of $23,576on
      the conversion.








F-9
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information:In
      September 2007, the Company issued 37,500 shares of its common stock in
      consideration for legal services.The
      services were valued at $8,438, which was based on the market value of the
      shares on date of issuance.In
      November 2007, the Company issued 2,500 shares of its Series B preferred
      stock in consideration for consulting fees.The
      services were valued at $63,750, which was based on the market value of
      the underlying common shares on date ofissuance.In
      November 2007, the Company issued 8,000,000 shares of its common stock in
      exchange for the cancellation of$24,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $2,088,000on
      the conversion.In
      December 2007, the Company issued 1,500,000 shares of its common stock in
      consideration for consulting fees.The
      services were valued at $247,500, which was based on the market value of
      the shares on date of issuance.In
      December 2007, the Company issued 6,000,000 shares of its common stock in
      exchange for the cancellation of$3,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $897,000on
      the conversion.In
      December 2007, the Company acquired all of the joint venture interests
      owned by Zone Petroleum and HomesteadOil
      and Gas for $530,000 evidenced by promissory notes (See Notes 7 &
      8).In
      December 2007, the Company obtained a $1,500,000 loan from Trafalgar, the
      Company agreed to place in escrow18,000,000
      shares of its common stock which was set aside to prevent the Company from
      issuing shares in excess of thenumber
      required  if Trafalgar elected to convert its debt into common
      stock of the Company. For financial reportingpurposes
      the Company considers these 18,000,000 shares as issued but not
      outstanding.During
      the quarter ended December 31, 2007, the Company received $2,050,000
      though the issuance of convertibledebt
      which have beneficial conversion features amounting to $500,000, which
      will be charged to operations over theterm
      of the respective debt. In addition, due to the terms of the conversion on
      $500,000 of this indebtedness, theCompany
      recorded a derivative liability of $141,322.In
      January 2008, the Company issued 5,025,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $1,024,250, which was based on the market
      value of the shares ondate
      of issuance.In
      January 2008, the Company issued 7,000,000 shares of its common stock in
      exchange for the cancellation of$21,000
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $1,344,000on
      the conversion.In
      March 2008, the Company issued 100,000 shares of its Series F preferred
      stock in exchangefor
      the acquisition of Enhanced Oil Recovery Technologies, Inc. The shares
      were valued at $1,440,000 based uponthe
      market price of the underlying common shares at date of issuance. In
      addition, the Company issued the sellerwarrants
      to purchase 1,000,000 shares of its common stock. The warants were valued
      at $85,850 and added to thebasis
      of the assets acquired.








F-10
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information (continued):In
      September 2007, the Company issued 37,500 shares of its common stock in
      consideration for legal services.The
      services were valued at $8,438, which was based on the market value of the
      shares on date of issuance.In
      November 2007, the Company issued 2,500 shares of its Series B preferred
      stock in consideration for consulting fees.The
      services were valued at $63,750, which was based on the market value of
      the underlying common shares on date ofissuance.In
      November 2007, the Company issued 8,000,000 shares of its common stock in
      exchange for the cancellation of$24,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $2,088,000on
      the conversion.In
      December 2007, the Company issued 1,500,000 shares of its common stock in
      consideration for consulting fees.The
      services were valued at $247,500, which was based on the market value of
      the shares on date of issuance.In
      December 2007, the Company issued 6,000,000 shares of its common stock in
      exchange for the cancellation of$3,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $897,000on
      the conversion.In
      December 2007, the Company acquired all of the joint venture interests
      owned by Zone Petroleum and HomesteadOil
      and Gas for $530,000 evidenced by promissory notes (See Note
      ___).In
      December 2007, the Company obtained a $1,500,000 loan from Trafalgar, the
      Company agreed to place in escrow18,000,000
      shares of its common stock which was set aside to prevent the Company from
      issuing shares in excess of thenumber
      required  if Trafalgar elected to convert its debt into common
      stock of the Company. For financial reportingpurposes
      the Company considers these 18,000,000 shares as issued but not
      outstanding.During
      the quarter ended December 31, 2007, the Company received $2,050,000
      though the issuance of convertibledebt
      which have beneficial conversion features amounting to $500,000, which
      will be charged to operations over theterm
      of the respective debt. In addition, due to the terms of the conversion on
      $500,000 of this indebtedness, theCompany
      recorded a derivative liability of $141,322.In
      January 2008, the Company issued 5,025,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $1,024,250, which was based on the market
      value of the shares ondate
      of issuance.In
      January 2008, the Company issued 7,000,000 shares of its common stock in
      exchange for the cancellation of$21,000
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $1,344,000on
      the conversion.In
      March 2008, the Company issued 100,000 shares of its Series F preferred
      stock in exchangefor
      the acquisition of Enhanced Oil Recovery Technologies, Inc. The shares
      were valued at $1,440,000 based uponthe
      market price of the underlying common shares at date of issuance. In
      addition, the Company issued the sellerwarrants
      to purchase 1,000,000 shares of its common stock. The warants were valued
      at $85,850 and added to thebasis
      of the assets acquired.








F-11
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information (continued):In
      March 2008, the Company issued a total of 55,000 shares of its Preferred
      Series D stock to two consultantsvalued
      at $835,000.During
      the year ended March 31, 2008, the Company granted warrants to purchase
      11,000,000 shares of its commonstock.
      The Warrants were issued to various consultants to in conection with the
      acquistion of certain oil and gasproperties.
      During the year ended March 31, 2008, the Company granted options to
      purchase 4,200,000 shares of itscommon.
      stock. The Options were issued to various consultants and to a former
      director. The warrants and optionswere
      valued at $1,632,938.Of
      the total compensation recognized during the year ended March 31, 2008,
      for shares issued amounting to$2,617,688,
      $2,025,000 was classified to prepaid expense and is being amortzed over
      the terms of the variousof
      the related consulting agreements. In connection with certain of these
      consulting agreements, Warrants werealso
      issued and classified as prepaid expense totalling
    $1,270,853.For
      the year ended March 31, 2007In
      April 2006, the Company entered into a settlement agreement with Permian
      Energy ServicesLP
      under which 2,025,000 shares of the Company's common stock were returned
      to the Company for cancellation andpaid
      the LP $53,823 of which $38,923 was charged against the balance owed the
      LP for past services and $14,900was
      charged to operations.  The Company also agreed to assign the
      remaining balance of the obligation due the LP($227,640,
      including accrued interest) to a corporation that was wholly owned by the
      Company's President  at thetime
      of the transaction (See Notes 3 and 5 to the financial
      statements).In
      September 2006, 5,000 shares of the Company's Series B preferred shares
      were converted into 500,000 sharesof
      the Company's common stock.In
      October 2006, a note holder converted $35,015 of indebtedness due him by
      the Company into 700,300shares
      of the Company’s common stock.  The Company recognized a $28,012
      loss on the conversion.On
      October 12, 2006, the Company issued 3,600 shares of its Series C
      preferred stock in exchange for a 90-dayoption
      to acquire certain oil and gas leases in Lloyd and Briscoe Counties,
      Texas.  The option was valued at $32,400and
      was extended through the payment of $54,000 in January
    2007.In
      November 2006, the Company issued 1,250,000 shares of its common stock in
      consideration for investmentrelations
      services. The services were valued at $150,000 based on the market value
      of the shares on the date ofissuance.In
      January 2007, the Company issued 22,500 shares of its Series B preferred
      stock in consideration for the acquisitionof
      certain oil and gas leases. The shares were valued at $213,773 based upon
      the market price of the underlyingcommon
      shares at date of issuance.In
      January 2007, the Company issued 25,000 shares of its Series B preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $237,525 based uponthe
      market price of the underlying common shares at date of
      issuance.








F-12
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSNon-Cash
      Financing and Investing Information (continued):In
      January 2007, the Company issued 50,000 shares of its common stock as
      additional considerationon
      a $50,000 loan.In
      February 2007, the Company issued 750,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $93,375, which was based on the market value
      of the shares ondate
      of issuance.In
      March 2007, the Company issued 20,000 shares of its Series B preferred
      stock in payment of a consultingagreement.
      The shares were valued at $280,000 based upon the market price of the
      underlying commonshares
      on date of issuance.In
      March 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $281,600on
      the conversion.In
      March 2007, the Company cancelled 5,000 shares of its Series B preferred
      stock in exchange for the issuanceof
      500,000 shares of its common stock.






F-13
 Table of Contents
  Note
1.  Basis of Presentation and Organization
 
 Organization, History and
Business
 
 Platina
Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally
incorporated on January 19, 1988.  The Company went through several
previous unrelated transactions involving other businesses that have
subsequently been divested.  A further subsequent restructure of the
Company on June 25, 2005 resulted in the name change to Platina Energy Group,
Inc. with business focus on the oil and gas sector.
 
 The
Company is in the exploration stage, as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7, “ Accounting and Reporting by Development
Stage Enterprises ,” with its principal activity being the exploration and
development of oil and gas properties.
 
 On March
30, 2005, the Company formed a wholly owned subsidiary, Oil Recovery
Technologies, Inc. (formerly Permian Energy International, Inc.) (“Recovery”), a
Nevada Corporation to acquire certain rights for enhanced oil recovery and
reduction of paraffin build up through a thermal pulsing pump device. On April
6, 2005, the Company completed its acquisitions of rights and licenses from
Permian Energy Services, LP in connection with certain rights including the
representation and marketing of a proprietary thermal pulsing pump in the oil
and gas industry.  The assets acquired from the LP were transferred
into Recovery.  The thermal pulse unit, (“TPU”), was engineered to
create a new recovery pump for oil particularly in fields with heavy paraffin
problems.  As a by-product of the process for specific field
applications, the need for down-hole or pump jacks can be
eliminated.  Also, flow rates of oil from viscosity changes due to
heat and pressure changes can be substantially increased. Through May 2007, the
Company leased its sole TPU for $3,600 per month. In January 2008, the Company
sold the TPU for $150,000 (See Note 7). It is the intent of the Company to
purchase more units.
 
 On
January 5, 2007, the Company formed Appalachian Energy Corp. a Nevada
Corporation (“Appalachian”). Appalachian is headquartered in London,
Kentucky.  Appalachian acquired prospects in Tennessee. (See Note
7).
 
 In June
of 2007, the Company formed Platina Exploration Corp., a Nevada Corporation
(“PEC”).  PEC is headquartered in Dallas, Texas. PEC has acquired
producing interests on multiple leases in Seminole County, Oklahoma and
prospects in Young County, Texas (See Note 7).
 
 On
October 5, 2007, the Company formed Applegate Petroleum Management LLC,
(“Applegate”). Applegate is headquartered in Cheyenne, Wyoming, and its primary
function is to coordinate private equity raising activities for
Platina.
 
 On
January 10, 2008, the Company formed Wildcat Energy Corp., (“Wildcat”) a Nevada
Corporation.  Wildcat is headquartered in London, Kentucky. Wildcat
acquired 11 properties located in Laurel County, Kentucky and 10 properties in
Whitley County, Kentucky. (See Note 7).
 In March
31, 2008, the Company acquired all of the outstanding shares of Enhanced Oil
Recovery
Technologies, Inc. (“Enhanced”) in exchange for issuing 100,000 shares of its
Series F Preferred stock. It also granted, pursuant to the terms of the purchase
agreement, Warrants to purchase 500,000 shares of the Company’s common stock at
$0.25 per share and Warrants to purchase 500,000 shares of the Company’s common
stock at $0.50 per share (See Note 3). Enhanced was incorporated in the state of
Nevada on March 14, 2008.
  Basis of
Presentation
 
 The
Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The Company has accumulated operating losses since
its inception (January 19, 1988).  In addition, the Company has used
ongoing working capital in its operations.  At March 31, 2008, the
Company’s loss from operations amounted to $2,665,109, and it had an accumulated
deficit of $23,799,399.
 
 In view
of current matters, the continuation of the Company’s operations is dependent on
revenue from its oil and gas production, funds generated by provided by its
management, advancements made by expenditures from certain joint venture
arrangements, the raising of capital through the sale of its equity instruments
or issuance of debt. Management has purchased certain rights and licenses which
it plans to exploit (see Note 6). Further, the Company has entered into various
drilling programs with third parties (See Note 7). Management believes that
these sources of funds will allow the Company to continue as a going concern
through March 31, 2009. However, no assurances can be made that current or
anticipated future sources of funds will enable the Company to finance future
periods’ operations.  In light of these circumstances, substantial
doubt exists about the Company’s ability to continue as a going
concern.  These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
or liabilities that might be necessary should the Company be unable to continue
as a going concern.
 
 Note
2.  Summary of Significant Accounting Policies
 
 Principles of
Consolidation
 
 The
accompanying consolidated financial statements include the accounts of the
Platina Energy Group Inc. and its wholly owned subsidiaries. Intercompany
transactions and balances have been eliminated in consolidation.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Accordingly,
actual results could differ from those estimates.
  F-14
 Table of Contents
  
 
 Cash
Equivalents
 
 For
purposes of the statements of cash flows, the Company considers cash equivalents
to include highly liquid investments with original maturities of three months or
less.
 
 
 Accounts
Receivable
 
 Accounts
receivable are reported at the customers’ outstanding balances less any
allowance for doubtful accounts.  The Company does not accrue interest
on overdue accounts receivable.
 
 The
allowance for doubtful accounts is charged to income in amounts sufficient to
maintain the allowance for uncollectible accounts at a level management believes
is adequate to cover any probable losses.  Management determines the
adequacy of the allowance based on historical write-off percentages and
information collected from individual customers.  As of March 31,
2008, management believes all accounts receivable are
collectible.  Accordingly, no allowance for doubtful accounts is
included in the accompanying consolidated balance sheet.
 
 
 Property and
Equipment
 
 Property
and equipment are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance, and repairs that
do not improve or extend the lives of the respective assets are
expensed.  At the time property and equipment are retired or otherwise
disposed of, the asset and related accumulated depreciation accounts are
relieved of the applicable amounts.  Gains or losses from retirements
or sales are credited or charged to income.
 
 Gathering
and transmission properties are being depreciated over their estimated useful
lives of 20 years and vehicles are being depreciated over their estimated useful
lives that range from 3 to 5 years. All equipment is being depreciated under the
straight-line method
 
 
 Oil and Gas
Properties
 
 The
Company follows the full cost method of accounting for crude oil and natural gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as
unsuccessful   exploration   and   development   activities   are   capitalized.
Depreciation, depletion, and amortization of capitalized crude oil and natural
gas properties and estimated future development costs, excluding unproved
properties, are based on the unit-of-production method based on proved
reserves.
 
 Long-Lived
Assets
 
 The
Company accounts for its long-lived assets in accordance with SFAS No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets.”  SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset may
no longer be appropriate.  The Company assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition.  If the future
net cash flows are less than the carrying value of the asset, an impairment loss
is recorded equal to the difference between the asset’s carrying value and fair
value or disposable value. As of March 31, 2008, the Company did not deem any of
its long-term assets to be impaired.
 
 Convertible
Debentures
 
 If the
conversion feature of conventional convertible debt provides for a rate of
conversion that is below market value, this feature is characterized as a
beneficial conversion feature (“BCF”).  A BCF is recorded by the
Company as a debt discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”),
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingency Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application
of EITF Issue No. 98-5 to Certain Convertible Instruments.  In those
circumstances, the convertible debt will be recorded net of the discount related
to the BCF.  The Company amortizes the discount to interest expense
over the life of the debt using the effective interest method.
 
 Derivative Financial
Instruments
 
 During
the twelve months ended March 31, 2008, the Company recognized a derivative
liability of $3,381,011 pursuant to EITF 00-19 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock” as the Company did not have sufficient authorized and unissued shares to
meet all of its commitments relating its convertible debt, outstanding warrants
and options.  In addition, the Company also recognized a derivative
liability of $107,022 relating to the adjustable conversion price contained in
the terms of certain convertible debentures. The Company recognized a loss of
$1,748,033 relating to these accruals.
 
 Revenue
recognition
 
 The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB
No. 104.  As such, the Company recognizes revenue when persuasive
evidence of an arrangement exists, title transfer has occurred, the price is
fixed or readily determinable and collectibility is probable.  Sales
are recorded net of sales discounts.
 
 In
September 2006, the Company entered into an agreement to joint venture its
thermal pulsing pump (TPU) for one year at $3,600 per month.  The
lease was cancelled effective June 1, 2007.
  F-15
 Table of Contents
  Pursuant
to the lease agreement, the Company received an advance payment of $7,400 and
was required to make certain modifications to the pump’s vessel. As of December
31, 2007, the Company incurred $7,432 in costs associated in the vessel upgrade.
The upgrade was completed in October 2006 and the $7,432 is included in the cost
basis of the TPU. The lease commenced in November 2006. The costs of the vessel
upgrades are being depreciated over the pump’s remaining expected useful life of
approximately 6 years. In January 2008, the TPU was sold for $150,000 (See Note
7).During
theyear
ended March 31, 2008, the Company generated $109,633 from its oil and gas
production
 
 Income
Taxes
 
 The
Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income
Taxes.”  Under SFAS No. 109, deferred tax assets and
liabilities are recognized for future tax benefits or consequences attributable
to temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not that the asset will not be realized through future
operations.
 
 The
Company has total net operating tax loss carry forwards at March 31, 2008 of
approximately $9,350,000 for federal income tax purposes.  These net
operating losses have generated a deferred tax asset of approximately $3,090,000
on which a valuation allowance equaling the total tax benefit has been provided
due to the uncertain nature of it being realized. Net operating loss
carryforwards expire in various years through March 31, 2027 for federal tax
purposes.
   Stock Based
Compensation
  The
Company accounts for stock-based compensation under SFAS No. 123R, "Share- based
Payment” " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure -An amendment to SFAS No. 123." These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which the Company expects
to receive the benefit, which is generally the vesting period.
  The
Company recognized stock-based compensation expense of $4,250,626 and $351,744
for the years ending March 31, 2008 and 2007, respectively. For the year ended
March 31, 2008, Stock based compensation of $3,295,858 was classified to the
balance sheet as prepaid expense and is being amortized over the terms of the
various consulting agreements,  and $954,768 was charged directly to
operations and is included in general and administrative expense. Of the
$3,295,858 classified
to prepaid expense, $761,479 was charged to operations during the year ended
March 31, 2008.
  Issuance of Stock for
Non-Cash Consideration
 
 All
issuances of the Company's stock for non-cash consideration have been assigned a
per share amount equaling either the market value of the shares issued or the
value of consideration received, whichever is more readily determinable. The
majority of the non-cash consideration received pertains to services rendered by
consultants and others and has been valued at the market value of the shares on
the dates issued.
 
 Net Loss per
Share
 
 The
Company adopted the provisions of SFAS No. 128, “Earnings Per Share”
(“EPS”).  SFAS No. 128 provides for the calculation of basic and
diluted earnings per share.   Basic EPS includes no dilution and
is computed by dividing income or loss available to common shareholders by the
weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution of securities
that could share in the earnings or losses of the entity, arising from the
exercise of options and warrants and the conversion of convertible
debt.  If such shares were included in diluted EPS, they would have
resulted in weighted-average common shares of 107,817,932 and 29,256,060 for the
years ended March 31, 2008 and 2007, respectively.
 
 Fair Value of Financial
Instruments
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments,” the Company is required to estimate the fair
value of all financial instruments at the balance sheet date.  The
Company considers the carrying values of its financial instruments in the
financial statements to approximate their fair values due to the short-term
nature of the instruments.
  Reclassification
  Certain
reclassifications have been made to the 2007 balances to conform to the 2008
presentation.
  F-16
 Table of Contents
  Recent Accounting
Pronouncements
 
 SFAS No. 157 - In
September 2006, the FASB issued Statement 157, Fair Value Measurements.This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this Statement does
not require any new fair value measurements. However, for some entities, the
application of this Statement will change current practice. This Statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year.  The Company has evaluated the
impact of the adoption of SFAS 157, and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.
  
 SFAS No. 158 - In
September 2006, the FASB issued Statement No. 158 Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This Statement improves financial reporting
by requiring an employer to recognize the over funded or under funded status of
a defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007.  The Company has evaluated the impact of
the adoption of SFAS 158, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.
 
 SAB No. 108
– In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108 (SAB No. 108), “Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements.” The guidance in SAB No. 108 requires
Companies to base their materiality evaluations on all relevant quantitative and
qualitative factors. This involves quantifying the impact of correcting all
misstatements, including both the carryover and reversing effects of prior year
misstatements, on the current year financial statements. The Company has adopted
this standard.
 
 SFAS No. 159 - In
February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.This Statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement, which is consistent with the
Board’s long-term measurement objectives for accounting for financial
instruments.  This Statement applies to all entities, including
not-for-profit organizations. Most of the
provisions of this Statement apply only to entities that elect the fair value
option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, applies to all entities with
available-for-sale and trading securities. Some requirements apply differently
to entities that do not report net income.  This Statement is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provisions of FASB Statement No. 157, Fair Value
Measurements.No entity is permitted to apply this Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption. The choice to adopt early should be made after issuance
of this Statement but within 120 days of the beginning of the fiscal year of
adoption, provided the entity has not yet issued financial statements, including
required notes to those financial statements, for any interim period of the
fiscal year of adoption.  This Statement permits application to
eligible items existing at the effective date (or early adoption
date).  The Company has evaluated the impact of the implementation of
SFAS No. 159 and does not believe the impact will be significant to the
Company's overall results of operations or financial position.
   Note
3.  Acquisitions
 
 Enhanced Oil Recovery
Technologies, Inc.
 
 In March
31, 2008, the Company acquired all of the outstanding shares of Enhanced Oil
Recovery Technologies, Inc. (“Enhanced”) from UTEK
Corporation  (“UTEK”) in exchange for issuing  UTEK 100,000
shares of its Series F Preferred stock. It also granted, pursuant to the terms
of the purchase agreement, Warrants to purchase 500,000 shares of the Company’s
common stock at $0.25 per share and Warrants to purchase 500,000 shares of the
Company’s common stock at $0.50 per share. The Warrants expire 5 years from the
date of grant. Enhanced was incorporated in the state of Nevada on March 14,
2008.
 
 In
exchange for the above-indicated shares and warrants, the Company received a
commitment by the Seller to fund $300,000 into Enhanced (which was received by
the Company in April) and a license issued by the University of Texas Systems as
discussed in more detail in Note 6.  The Company valued the assets
received based upon the conversion feature of Series F Preferred Shares issued
and the value of the Warrants granted.
 
 At any
time after 6 months after issuance and with one year from issuance and at the
holders discretion, the holder of Series F Preferred Shares may convert all
100,000 shares into the number of shares of the Company’s common stock that
would equal $1,440,000 based on the average 5 day trading price of the Company’s
common stock, but in no event shall the valuation of the Company’s common stock
be less than $0.02.
 
 The
Warrants for the 1,000,000 shares of common stock were valued using the Black
Scholes option-pricing model based upon a trading price of $0.09, interest rate
of 2.46% and a volatility of 200%. The warrants were valued at
$85,850.
  F-17
 Table of Contents
  The
purchase price and its allocation to the assets acquires is as
follows:
  100,000
      shares of Series F Preferred Shares
                
                $
                1,440,000Warrants
      to purchase 1,000,000 shares ofcommon
      stock
                
                
                85,850$
                1,525,850Receivable
      from Seller
                
                $
                300,000License
      agreement
                
                
                1,225,850$
                1,525,850
  Enhanced
has had no activity since its inception with the exception of acquired its
license. All fees required in obtaining the license have been paid by UTEK and
no liabilities were assumed by the Company in the purchase of
Enhanced.
  Since the
number of common shares that could be required to be delivered upon “net-share
settlement” is essentially indeterminate, the Company recognized a derivative
liability of $1,440,000 on the issuance of the Series F Preferred
Shares.
 
 TGI, Inc.
 
 Effective January 1, 2008, the
Company acquired all of the outstanding shares of TGI, Inc. from Energas
Resources, Inc. (“Energas”) for $10,000. The $10,000 was paid by the Company in
April 2008. At the time of acquisition, TGI, Inc.’s only assets were drilling
permits and bonding relating to the oil and gas properties that the Company had
previously acquired from Energas. The Company valued the property acquired at
the $10,000 paid and included in the cost in its oil and gas
properties.
 
 
 Note
4. Accounts Receivable, Trade
 
 Accounts
receivable, trade, consisted of $28,944 at March 31, 2008.  Allowance
for doubtful accounts was $0 at March 31, 2008.
 
 Note
5. Receivables, other
 
 Other
receivables consist of the following:
  $300,000
                
                Due
      from UTEK Corporation as part of the assets received in the Enhanced
      acquisition (See Note 3).$77,570
                
                Note
      receivable due from Wyoming Energy Corp on the sale of the
      TPU.  Note is assessed interest at an annual rate of 8%, with
      principal and accrued interest fully due and payable on January 24, 2009.
      Until purchase price is paid in full, the Company reserves the right to
      repurchase the equipment for $100,000, the amount received from Wyoming as
      the down payment. Interest income credited to operations for the years
      ended March 31, 2008 and 2007, amounted to $2,570, and $0,
      respectively.$12,000
                
                Advances
      due from Zone Petroleum$68,381
                
                Receivable
      from Energas Energy as a refund on amounts advanced to pay for the rework
      of a well that was subsequently abandoned.$1,000
                
                Employee
      advance$458,951
   Note
6. Acquisition of Licensing Rights
 
 1) On
April 6, 2005, the Company completed its purchase of rights and licenses from
Permian Energy Services LP, in connection with certain technological
representation and marketing rights of a proprietary thermal pulse pump in the
oil and gas industry.  In consideration for the assets purchased, the
Company originally agreed to issue 2,250,000 shares of its common stock and pay
$250,000 as evidenced by a promissory note with interest accruing at an annual
rate of 6%.  Under the terms of the note, accrued interest would have
been due one year from the date of the Note and all principal and additional
accrued interest would have been due two years from the date of the
note.  Throughout the first portion of fiscal 2006, Oil Recovery
Technologies, Inc. (formerly Permian Energy International) (“Recovery”) was in
dispute with its prior President relative to certain amounts allegedly due to
him.  The Company valued the intangible assets purchased at $347,500,
which consisted of the $250,000 obligation plus the fair value of the 750,000
shares issued to a consultant in connection with the acquisition.  The
Company valued the
shares issued as of April 6, 2005.
  F-18
 Table of Contents
  
 In April
2006, the Company entered into a satisfactory settlement agreement with Permian
Energy Services L.P. and Robert Clark ("Clark"), the former president of
Recovery. Under the terms of the settlement agreement, the Company agreed to
dismiss its lawsuit against Clark. The Company has also agreed to pay Clark
$53,823 in exchange for Clark returning the 2,025,000 shares it received under
the April 6, 2005 asset purchase agreement and cancelling the $214,963
obligation due it.
 
 In order
to bring the negotiations with Clark to a successful conclusion, Wyoming Energy
Corp. had to return to Permian Energy Services LP, its 10% ownership interest in
the LP. In consideration for the loss of Wyoming's interest in the LP, the
Company transferred its obligation in favor of the LP to Wyoming under the same
terms and conditions. At the time of the transaction, Wyoming Energy Corp. was
wholly owned by the Company's president, but was subsequently sold to an
unrelated third party in March 2007.
 
 Clark
also agreed not to engage in the business of providing downhole oil or gas well
stimulation as referenced and defined in the PES-BI-Comp agreement, which was
assigned to the Company by Clark in April 2005 pursuant to the Asset Purchase
Agreement for a period of three years.
 
 The
Company is amortizing the licensing rights over its expected useful life of
seven years. Amortization expense charged to operations amounted to $49,642 and
$49,643 in the years ended March 31, 2008 and 2007, respectively.
 
 2) In the
Company’s acquisition of Enhanced as discussed in Note 3 above, it received a
license from the University of Texas Systems (“System”) to patented technology
on an exclusive basis pertaining to offshore deep-water oil and gas exploration.
The technology allows for the separation of gas from other fluids without the
need of installing a gas-vent line, thus significantly reducing the cost of
abstracting gas from these types of wells. The effective date of the license is
March 31, 2008 with a term of 20 years, unless terminated sooner as provided in
the license.
 
 The
license agreement requires 1) an annual maintenance fee of $1,000, 2) royalties
of 4% of all consideration received by the Company and its affiliate from all
consideration received including installation services, production license,
maintenance services, and from the net sales of products developed from the
licensed technology, and 3) a user fee equal to the greater of $1,000 or 4% of
Average Sales Price of the Licensed Product (“ASPLP”) on each production well
which is owned or managed by the Company on which the licensed product is
installed.
 
 The
license also requires minimum royalties of:
  $5,000
for the 12 months ended December 31, 2008
 $10,000
for the 12 months ended December 31, 2009
 $15,000
for each 12-month period thereafter
  The
Company is responsible for all costs associated the underlying patent including
fees incurred in
filing, prosecuting, and maintenance. For sublicenses initiated by the Company,
it is required to pay Systems 30% of all Sublicense consideration. For
sublicenses initiated by Systems, the Company is required to pay Systems 65% of
all Sublicense consideration. Systems can terminate the license as provided for
in the license agreement that includes failure by the Company to make any
required payment within 30 days of its due date or failure for the Company to
make its first sale of licensed product by June 30, 2009. The Company can
terminate the license by 1) ceasing or not making any sales of licensed product,
2) by giving 180 days written notice and paying all accrued amounts due, or 3)
failure to cure a breach of any provision of the license within 30 days of
receiving written notice of such breach by Systems.
 
 The
Company valued the license at $1,225,850 and is amortizing it over its expected
useful life of seven years. Amortization expense charged to operations amounted
to $0 and $0 in the years ended March 31, 2008 and 2007,
respectively.
 
 Estimated
amortization expense is as follows:
 
 Year
      ending March 31,2009
                
                $
                224,7642010
                
                $
                224,7642011
                
                $
                224,7642012
                
                $
                175,121Thereafter
                
                $
                350,245$
                1,424,421
 
 Note
7. Property and equipment
 
 Oil and gas
properties
 
 In
October 2006, the Company issued 3,600 shares of its Class C convertible
preferred stock in exchange for an option to acquire certain oil and gas leases
situated on 3,600 acres in Floyd County, Texas. The option was to expire in
January 2007, but the Company paid $54,000 to extend the option period. The
3,600 shares of Class C preferred stock were valued at $32,400 based on the
market price of the underlying common shares on which the preferred shares can
be converted into on the date of issuance.
 
 In
January 2007, the company issued 22,500 shares of its Series B Preferred Stock
to Tri Global Holdings, LLC for the purchase of oil and gas leases to thirty to
thirty-five drilling locations on approximately 1,600 acres in the Devonian
Black Shale formation located in the Appalachian Basin in East
Tennessee.  The 22,500 shares were valued at $213,773, based on the
market price of the Company’s underlying common stock on the date of
acquisition. Each share of Series B Preferred is convertible into 100 shares of
the Company’s common stock.
 
 In
February 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the
acquisition of oil and gas leases and options comprising of approximately 20,000
acres located in Palo Duro Basin, Texas and oil and gas leases located on 372
acres in Young Texas. The 25,000 shares were valued at $237,525, based on the
market price of the Company’s underlying common stock on the date of
acquisition.
  F-19
 Table of Contents
 
 Further
in April 2007, the Company issued 12,464 shares of its Series B Preferred Stock
to extend the option through August 1, 2007. The 12,464 shares of Class B
preferred stock were valued at $149,568 based on the market price of the
underlying common shares on which the preferred shares can be converted into on
the date of issuance.
 
 In June
2007, the Company issued 61,091 of its Class A convertible preferred stock in
exchange for the oil and gas leases referenced above.  The 61,091
shares of Class A convertible preferred stock were valued at $171,055 based on
the market price of the underlying common shares on which the preferred shares
can be converted into on the date of issuance.
 
 In June
2007, the Company issued 6,500 of its Class B convertible preferred stock and
paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining
25% of the working interest in the oil and gas leases located in Young County,
Texas. The 6,500 shares of Class B convertible preferred stock were valued at
$182,000 based on the market price of the underlying common shares on which the
preferred shares can be converted into on the date of issuance.
 
 On May
14, 2007, the Company signed a memorandum agreement (Agreement) with Zone
Petroleum, LLC (Zone), a Wyoming corporation to fund the development of its
Young County prospect. Pursuant to the agreement, Zone is granted an exclusive
for the Young County prospect as long as Zone is able to fund the development of
35 wells over an 18 month period based an turnkey agreement of $50,000 per well.
As discussed below, in June 2007, the Company acquired the remaining balance of
the working interest in its Young County, Texas prospect in order to facilitate
its agreement with Zone Petroleum LLC. Under the agreement with Zone Petroleum,
it will receive a 75% working interest with Platina retaining the remaining 25%
working interest. Under the agreement, the Company will receive an
operating fee of 10% to 15%, subject to negotiation. During the year ended March
31, 2008, the Company received $175,500 from Zone and received an additional
$25,000 last year relating to this agreement. On December 30, 2007, the Company
acquired the remaining 75% working interest from Zone in exchange for a note
payable in the amount of $210,000 (See Note 8).
 
 On August
7, 2007, the Company signed an agreement with Homestead Oil and Gas LLC to fund
the development of its Appalachian prospect. Under the agreement, the
development of 55 well sites are to be funded by Homestead, who will receive a
75% working interest in the wells, with Appalachian, a wholly owned subsidiary
of Platina retaining a 25% working interest. As part of the agreement,
Appalachian will have the right to purchase 100% or any fraction thereof, of any
Homestead-owned well interest on this property. Drilling activities began in
August of 2007. No assurance can be given as to the expected progress or
performance of the development of the wells or that the production there from
will prove profitable.  On December 30, 2007, the Company acquired the
remaining 75% working interest from Homestead in exchange for a note payable in
the amount $320,000 (See Note 8).
  On
October 29, 2007 the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, entered into a Property Sale and Joint Venture
Agreement (the "Rick Newell Agreement") with Buccaneer Energy Corporation
("Buccaneer"). The Rick Newell Agreement provides for a Joint Venture by the
Company with Buccaneer for a one half (1/2) interest in the Rick Newell Salt
Water Disposal Project located in Oklahoma that consists of one (1) producing
oil well (Rick #1) currently producing approximately four (4) barrels of oil per
day, one (1) salt water disposal well (the Newell #2) and a number of wells
which are to be recompleted and dispose of the salt water on the lease in the
Newell #2 well. Pursuant to the Rick Newell Agreement, the Company is to pay to
Buccaneer a total consideration of $455,138. In connection with this purchase,
the Company is offering to qualified investors units at a price of $50,000 each.
Each unit consist of 100,000 restricted shares of the Company’s common stock, a
4% working interest in the Rick #1 and the Newell #2 and a 1 1⁄2 % working
interest in the 10 non-operating wells. As of March 31, 2008, the Company has
received $525,000 through the issuance of 10.5 units of which $270,250 was
allocated to the working interest sold and $254,750 was allocated to the
1,050,000 common shares sold.
 
 In
January 2008, the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, completed its agreement to enter into a joint venture
with Buccaneer and acquired its one half (1/2) interest in (i) the approximate
forty percent (40%) interest of Buccaneer in the Oklahoma PUD Prospects
comprised of several undeveloped prospects to be drilled and (ii) a one half
(1/2) interest in the East Texas Projects consisting of the Gaywood acquisition
comprised of approximately fifty (50) locations in Rusk County. Under the terms
of the agreement, Buccaneer agrees to show the Company other opportunities or
projects and if the Company elects to participate, it will receive a one-half
(1/2) interest in such project or projects upon reimbursement to Buccaneer for
its costs in such project(s). The joint venture cost the Company $199,873, which
was fully paid in January 2008.
 
 Both the
Rick Newell Agreement and the Oklahoma Agreement further provide that Buccaneer
and the Company will be equal partners in future operations with Buccaneer's
wholly owned subsidiary, Buccaneer Energy L.L.C. being the operator of projects
located in Oklahoma, Bowie Operating Company ("Bowie Operating"), a newly formed
Texas LLC being the operator of all other projects except that pursuant to an
oral agreement, Bowie Operating will also be the Operator of the Newell #2 upon
completion of bonding in Oklahoma, with all operations to be at cost, plus
normal Model 610 Operating Agreement COPUS drilling, completion and operating
overhead reimbursement fees. Buccaneer has a 50% membership interest in
Bowie.
 
 On
January 10, 2008, entered into an Agreement of Sale and Purchase (the
"Agreement") with Energas Resources, Inc. ("Energas"), TGC, Inc., a wholly-owned
subsidiary of Energas, ("TGC") and AT Gas Gathering Systems, Inc., a
wholly-owned subsidiary of Energas ("ATG")( Energas, TGC and ATG collectively,
"Energas Resources") with the transactions set forth in the Agreement also
closing on January 17, 2008 effective as of January 1, 2008. Pursuant to the
Agreement, Energas Resources sold to the Company (i) all of the Energas
Resources properties and interests, producing and non-producing, owned by
Energas Resources as listed in the Agreement
(ii) all right title and interest of Energas Resources in oil, gas and mineral
leases, subleases, easements, farmout agreements, royalty agreements, overriding
royalty agreements, and/or net profit interest agreements in 11 properties
located in Laurel County, Kentucky and 10 properties in Whitley County, Kentucky
as described in the Agreement, (iii) the interests of Energas Resources in
certain property located in Laurel and Whitley Counties, Kentucky including but
not limited to wells, approximately 9 miles of natural gas transmission line and
gathering system facilities, compressor station and De-Hy Unit and other
personal property as further described in the Agreement and (iv) all regulatory
permits, licenses and authorizations relating to the purchased assets. The
purchase price for the foregoing assets is $2,300,000 of which $100,000 was paid
at the closing and $2,200,000 was paid by the Company executing a 7 1/2 %
interest non recourse promissory note (the "Note") secured by the assets
transferred to the Company. The Note further provides that the Company pay
Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and
commencing October 1, 2008, quarterly payments of interest only until January 1,
2010 when all outstanding principal and accrued but unpaid interest is due in
full. The Company allocated the $2,300,000 to the various assets acquired as
mutually determined by Energas and the Company as follows: Transportation
      equipment
                  
                  $
                  15,184Gathering
      and transmission equipment
                  
                  $
                  707,308Oil
      and gas properties
                  
                  $
                  1,577,508$
                  2,300,000
  F-20
 Table of Contents
  On
January 17, 2008, the Company entered into an Agreement for Sale and Purchase of
Oil and Gas Properties (the "Wyoming Agreement") with Energas with the
transactions set forth in the Wyoming Agreement also closing on January 17,
2008. Pursuant to the Wyoming Agreement, Platina purchased a 26% working
interest in the Rusty Creek Prospect in Niobrara County, Wyoming, which includes
the Finley #1 and Finley #2 producing wells and Finley #4, TA with existing
production of approximately 11 barrels of oil per day, plus leases of oil and
gas rights on 1,760.11 acres and various personal property for a purchase price,
all of which was paid at closing, of (i) $233,379 (ii) warrants to purchase
2,500,000 shares of Platina's common stock at $.25 per share which expire on
January 17, 2010, (iii) $10,593 for its participation in the workover of the
Finley #1 and (iv) $111,896 for its participation in the deepening of the Finley
#2.
 
 On
January 8, 2008, the Company acquired a 44% working interest in the Goff #1
Well, and the assignment of the Jack Goff and Cumberland College leases which
comprises approximately 838 acres for a total purchase price of
$10,000.
 
 All of
the Company’s oil properties are located in the United States. Costs incurred in
its oil and gas activities for the year ended March 31, 2008, and 2007 are as
follows:
  March
      31,2008
                  
                  
                  2007
                  
                  
                  TotalAcquisition
      costs:
                  
                  $
                  3,503,960
                  
                  
                  $
                  325,198
                  
                  
                  $
                  3,829,158Development
      costs:
                  
                  $
                  508,738
                  
                  
                  
                  --
                  
                  
                  $
                  508,738Exploration
      costs:
                  
                  $
                  139,265
                  
                  
                  
                  --
                  
                  
                  $
                  139,265$
                  4,151,963
                  
                  
                  $
                  325,198
                  
                  
                  $
                  4,477,161Investment
      in BuccaneerPreferred
                  
                  $
                  303,123
                  
                  
                  
                  --
                  
                  
                  $
                  303,123
                  a)$
                  4,445,086
                  
                  
                  $
                  325,198
                  
                  
                  $
                  4,780,284Less
      depletion andabandoned
      costs
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  -34,598$
                  4,745,686
 a)
      During the year, the Company advanced Buccaneer a total of $300,000. The
      debt and accrued interest was converted into convertible participating
      preferred stock of Buccaneer. Energy Corporation. Through the issuance of
      these preferred shares, the Company has a 50% interest in the net profits
      of Bowie Energy LLC, which is distributable quarterly. The preferred
      shares are convertible, at the Company’s option, into Buccaneer common
      shares at a conversion price of $1.25 per share. Buccaneer can force
      conversion if Buccaneer common shares are trading at a price of $1.38 or
      more for 20 consecutive days and Buccaneers trading volume during the 20
      days exceeds 1% of the amount to be
converted.
 
 Results
of operation from oil and gas activities for the year ended March 31, 2008 and
2007 are as follows:
  March
      31,2008
                
                
                2007Oil
      and gas revenue
                
                $
                109,663
                
                
                $
                --Depreciation,
      depletion,amortization,
      and abondoned costs
                
                $
                36,862
                
                
                $
                --General
      and administration
                
                $
                69,022
                
                
                $
                --Total
      operating costs
                
                $
                105,884
                
                
                $
                --Net
      income before taxes
                
                $
                3,779
                
                
                $
                --Income
      taxes
                
                $
                0
                
                
                $
                --Net
      income from oil and gasactivities
                
                $
                3,779
                
                
                $
                --
 
 The
following is the reserve quantity information as of March 31, 2008 (oil reserves
are stated in barrels and gas reserves are stated in billion cubic
feet:
 
 Proved
      developed andundeveloped
      reserves
                
                Oil
                
                GasBeginning
      of year:
                
                0
                
                0Purchase
      of mineralsIn
      place
                
                2,910,000
                
                21.6End
      of year
                
                2,910,000
                
                21.6Probable
      Reserves
                
                400,000
                
                4
 
  Equipment
 
 A summary
of the Company’s equipment as of March 31, 2008 is as follows:
 
 Transportation
      equipment
                
                $
                26,184Gathering
      and transmissionEquipment
                
                $
                707,308$
                733,492Less
      accumulated depreciation
                
                $
                (10,473
                )$
                723,019
  Depreciation
expense for the years ended March 31, 2008 and 2007 totaled $18,316 and $8,706,
respectively.
  In
January 2008, the Company sold its thermal pump unit to Wyoming Energy
Corporation for $150,000. Under the terms of the sale, the Company received
$100,000 down payment and the remaining $75,000 is evidenced by a promissory
note. The note is assessed interest at an annual rate of 8%, with principal and
accrued interest fully due and payable on January 24, 2009. Until the purchase
price is paid in full, the Company reserves the right to repurchase the
equipment for $100,000, the amount received from Wyoming as the down payment.
The Company recognized a gain on the sale of $134,786 that was credited to
operations.
  
 Note
8.  Notes Payable
 
 Convertible
debt
 
 Note #1
 
 On March
14, 2007, convertible debentures totaling $137,556 were sold by four Noteholders
(“Assignors”) of the Company to third party assignee(s) represented by counsel
(“Assignee”).  Under the terms of the sale, the Company agreed to
modify the conversion feature of the notes. Under the modified terms, The
Assignee shall have the right, upon three (3) days written notice to the
Company, to convert the unpaid principal and accrued interest of each Note into
the Company’s
common stock at a rate of $0.002 per share for the first 4,000,000 shares and
thereafter $0.003 per share, except the last 4,000,000 shares will be at the
rate of $0.004 per share; provided, however, the Assignee can only convert after
the respective Assignor has been fully paid for that portion of the Note that
the Assignee is looking to convert. The terms further provide that no Note shall
be converted at any time by the Assignee if it would result in the Assignee
beneficially owning more than 9.99% of the common stock of the Company at the
time of such conversion and that no Note can be converted at any time that the
Fair Market Value of the common stock of the Company is less than nine cents
($0.09) per share without the prior written consent of the Board of Directors of
the Company. In addition, the converted shares cannot be sold by the Assignee(s)
represented by legal counsel into the US Market by the note holder for a period
of five (5) years from the date of the Assignment.  In March 2007, the
Company issued 2,200,000 shares of its common stock in exchange for canceling
$4,400 of indebtedness. The Company recognized a loss of $281,600 on the
conversion. The Company determined that the modification of the conversion
features created a beneficial conversion feature (“BCF”) totaling $134,775,
which was charged to interest expense during the year ended March 31,
2007.
  F-21
 Table of Contents
  
 During
the year ended March 31, 2008, the Company issued 46,900,000 shares of its
common stock in exchange for canceling $101,900 of
indebtedness.  These shares cannot be sold by the note holder into the
U.S. market for five years. The Company recognized a loss of $9,861,733 on the
conversions, which is the difference between the prevailing market price of the
shares on the date of conversion and the conversion price. Of the $101,900,
$4,400 was cancelled under a special agreement at a price of $.0005 per share on
which 8,800,000 shares were issued.
 
 The
balance of the convertible debenture at March 31, 2008 totaled $46,609 including
accrued interest. The note is assessed interest at an annual rate of 12%.
Interest charged to operations during the years ended March 31, 2008 and 2007,
totaled $15,609 and $17,594, respectively.
 
 Note #2
 
 On August
30, 2007 the Company entered into a Securities Purchase Agreement with La Jolla
Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 7 1⁄4 % Convertible
Debenture for $300,000 with a maturity date of August 30, 2010 if not earlier
converted by La Jolla into shares of the Company’s Common Stock and (ii) issue
to La Jolla a Warrant to purchase up to 3,000,000 shares of the Company’s common
stock at price of $1 per share with an expiration date of August 30,
2010.
 
 Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire result
being divided by the Conversion Price. The Conversion Price equals the lesser of
(i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares
during the twenty days prior to conversion. If La Jolla elects to convert, the
Company has the right to pay off the amount of debt to be converted including
accrued interest, however, if the trading price of the Company’s
common shares is less than $.25 at the time of La Jolla elects to convert, the
Company may pay off the amount of debt and accrued interest to be converted with
a 20% penalty thereon.
 The
Company has valued the convertible debenture (imputing an interest rate of
4.87%) and the related beneficial conversion option to convert the principal
balance into shares using the “Relative Fair Value”
approach.  Accordingly, the Company recognized a $300,000 discount on
the $300,000 principal amount of the convertible debenture. The discount is
being amortized over the life of the 3-year life of the debenture. Interest on
the debenture charged to operation on the debenture for the years ending March
31, 2008 and 2007 amounted to $12,197 and $0, respectively.  Interest
charged to operation on the amortization of the discount for the years ending
March 31, 2008 and 2007 amounted to $58,333 and $0, respectively. The balance of
the debenture, including accrued interest on March 31, 2008 was $56,688 (net of
unamortized discount of $241,667).  Subsequent to March 31, 2008,, the
Company paid down its obligation to La Jolla and the principal balance owed as
of July 11, 2008 is $54,700.
 
 Per EITF
00-19, paragraph 4, this convertible debentures does not meet the definition of
a “conventional convertible debt instrument” since the debt is not convertible
into a fixed number of shares.  The debt can be converted into common stock
at a conversion price that is a percentage of the market price; therefore, the
number of shares that could be required to be delivered upon “net-share
settlement” is essentially indeterminate.  Therefore, the convertible
debenture is considered “non-conventional,” which means that the conversion
feature must be bifurcated from the debt and shown as a separate derivative
liability.
 
 In
addition, since the convertible debenture is convertible into an indeterminate
number of shares of common stock, it is assumed that the Company could never
have enough authorized and unissued shares to settle the conversion of the
warrants into common stock.  Therefore, the warrants issued in connection
with this transaction are shown as a liability.
 
 At March 31, 2008, the fair value of the warrant and
conversion derivative liability on the above note amounted to
$56,022.
 
 Note #3
 
 On
October 16, 2007 the Company entered into a Securities Purchase Agreement with
La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 8 %
Convertible Debenture for $250,000 with a maturity date of October 16, 2010 if
not earlier converted by La Jolla into shares of the Company’s Common Stock and
(ii) issue to La Jolla a Warrant to Purchase up to 2,500,000 shares of the
Company’s common stock at price of $1 per share with an expiration date of
October 16, 2010.
 
 Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire
result being divided by the Conversion Price. The Conversion Price equals the
lesser of (i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the
Common Shares during the twenty days prior to conversion. If La Jolla elects to
convert, the Company has the right to pay off the amount of debt to be converted
including accrued interest, however, if the trading price of the Company’s
common shares is less than $.25 at the time of La Jolla elects to convert, the
Company may pay off the amount of debt and accrued interest to be converted with
a 20% penalty thereon. The Company has the right to prepay any or all of the
outstanding principal balance and accrued interest due at anytime in an amount
equal to 120% of such outstanding balance and accrued
interest.
  F-22
 Table of Contents
  
 The
Company has valued the convertible debenture (imputing an interest rate of
4.97%) and the related beneficial conversion option to convert the principal
balance into shares using the “Relative Fair Value”
approach.  Accordingly, the Company recognized a $250,000 discount on
the $250,000 principal amount of the convertible debenture. The discount is
being amortized over the life of the 3-year life of the debenture. The debenture
and accrued interest was fully paid by March 31, 2008. Interest charged to
operations on the debenture for the years ending March 31, 2008 and 2007
amounted to $4,658 and $0, respectively. Interest charged to operation on the
amortization of the discount for the years ending March 31, 2008 and 2007
amounted to $250,000 and $0, respectively.
 
 As
discussed above since the convertible debenture is convertible into an
indeterminate number of shares of common stock, it is assumed that the Company
could never have enough authorized and unissued shares to settle the conversion
of the warrants into common stock.  Therefore, the warrants issued in
connection with this transaction are shown as a liability.
 
 At March
31, 2008, the fair value of the warrant liability on the above note amounted to
$51,000.
 
 Note #4
 
 The
Company completed a $1,500,000 financing pursuant to a Securities Purchase
Agreement dated effective December 31, 2007 with Trafalgar Capital Specialized
Fund, Luxembourg ("Trafalgar") for Trafalgar to loan $1,500,000 to the Company
(the "Loan") pursuant to a secured Promissory Note (the "Note") dated December
31, 2007 with an annual interest rate of 10% due in monthly payments of interest
only for the first two months and then commencing three (3) months from the date
of the Note, principal and interest amortized over the remaining twenty five
months of the Loan and a monthly redemption premium of 15% of the payment is
payable in monthly installments with all principal and accrued but unpaid
interest due on or before March 30, 2010.  The Company has pledged
significantly all of its assets as collateral on this loan.
 
 Trafalgar
is entitled, at its option, to convert until the Note is fully paid all or any
part of the principal amount of the Note, plus accrued interest, into shares of
the Company’s common stock, at the price per share equal to $0.17 when the
Common Stock is trading at or above $0.40 per share.  If the Company
fails to make a monthly payment within 5 days of its due date, then Trafalgar
can convert its debt into shares of the Company’s common stock at a price per
share equal to eighty-five percent (85%) of the lowest daily closing bid
price of the Company’s Common
Stock, as quoted by Bloomberg, LP, for the ten trading days immediately
preceding the Conversion Date.
  F-23
 Table of Contents
   The
Company issued 18,000,000 shares of its common stock and a third party
non-affiliate issued an additional 6,000,000 shares into escrow as additional
security for the loan.  These 18,000,000 shares are non-voting, and
are considered issued but not outstanding by the Company.
 
 As long
as the Note is not in default and the trading price of the Company’s common
stock is below $.40 per share, the Company has the right to pay down all or a
portion of the principal balance and accrued interest plus a 15% redemption fee.
The funds from the loan will be used in conjunction with the Company's Tennessee
prospect and specific corporate overhead.
 
 In the
event that the Company authorizes a stock split or a stock dividend, the
conversion price in effect immediately prior to such split or dividend will be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of split, dividend or combination
as the case may be.
  The
Company is required to prepare and file, no later than thirty days from the date
of failing to make any cash payment, including the applicable cure period
(“Scheduled Filing Deadline”), a registration statement with the SEC under the
1933 Act for the registration for the resale by Trafalgar of at least two times
the number of shares which are anticipated to be issued upon conversion of the
Note. The Company shall cause the Registration Statement to remain effective
until all of the converted shares have been sold.
 
 In the
event the Company fails to file the registration statement ,or it does not
become effective within 60 days of the filing deadline (“Scheduled Effective
Date”), or sales cannot be made due to a fault in the registration statement,
the Company is required to pay as liquidated damages to Trafalgar, at its
option, either a cash amount or shares of the Company’s common stock within
three (3) business days, after demand therefore, equal to two percent (2%) of
the liquidated value of the Note outstanding as for each thirty (30) day period
(or any part thereof) after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.
 
 As
additional consideration for the debt facility, Trafalgar has the right to
accept monthly repayment of principle and interest (approximately $80,000 per
month) in the form of common shares only if the common stock price is trading
above $.40 per share. Trafalgar would then have the right to receive such
monthly payment(s) at a fixed conversion price of $.17 per share subject to
certain potential adjustments.
 
 The funds
from the loan will be used in conjunction with the Company's Tennessee prospect
and specific corporate overhead.
 
 Interest
charged to operation on the debenture for the years ending March 31, 2008 and
2007 amounted to $37,500 and $0, respectively.
 
 The
outstanding balance of the obligation is $1,445,784 at March 31,
2008.
 
 Other Notes
Payable
 
 Note
#5
 
 As
discussed in Note 3, Wyoming Energy Corp, a corporation previously owned by the
Company’s President, returned its 10% interest in Permian Energy Services LLC in
order to bring the settlement with Permian to a successful conclusion. In
consideration for the loss of Wyoming's interest in the LLC, the Company
transferred its obligation to Permian to Wyoming under the same terms and
conditions.
 
 Under the
terms of the note, all principal and accrued interest was due two years from the
date of the note, on April 5, 2007.   Interest accrued and
charged to operations on this obligation accruing during the years ended March
31, 2008 and 2007 totaled $14,826 and $13,969, respectively. The total balance
of this obligation at March 31, 2008 is $256,435. The due date of this
obligation including accrued interest has been extended to April 5,
2009.
 
 Note
#6
 
 On
November 29, 2007, the Company borrowed $100,000 from an unrelated party under a
promissory note.  The terms of the note call for interest in the
amount of $5,000 and repayment of the principal and interest within 60
days.  The note also called for the issuance of 100,000 shares of the
Company’s common stock in payment of a loan fee.   The loan fee
was valued at $22,000, which was based on the market price of the shares on the
date of issuance.  The loan fee is included in expense for the year
ended March 31, 2008. Interest accrued and charged to operations on this
obligation accruing during the years ended March 31, 2008 and 2007 totaled
$7,589 and $0, respectively. The total balance of this obligation at March 31,
2008 is $107,589. The maturity date of the Note was extended to March 31, 2009.
Under the amended terms of the Note, interest is assessed on the principal
balance at an annual rate of 15%.
 
 Note
#7
 
 On
December 30, 2007, the Company acquired the remaining 75% working interest in
the Young County, Texas prospect through the issuance of a note payable to Zone
Petroleum, LLC in the amount of $210,000.  Pursuant to the note,
$10,000 was paid on February 15, 2008 and the remaining $200,000 accrues
interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008. The outstanding principal balance and accrue interest
are fully due and payable on January 10, 2010. Interest accrued and charged to
operations on this obligation accruing during the years ended March 31, 2008 and
2007 totaled $4,180 and $0, respectively. The total balance of this obligation
at March 31, 2008 is $204,180.
 
 Note
#8
  On
December 30, 2007, the Company acquired the remaining 75% working interest in
the Tennessee prospects through the issuance of a note payable to Homestead Oil
and Gas, Inc. in the amount of $320,000.  Pursuant to the note,
$20,000 is payable on February 15, 2008 and the remaining $300,000 accrues
interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008. The outstanding principal balance and accrue interest
are fully due and payable on January 10, 2010. Interest accrued and charged to
operations on this obligation accruing during the years ended March 31, 2008 and
2007 totaled $6,321 and $0, respectively. The total balance of this obligation
at March 31, 2008 is $306,321.
  F-24
 Table of Contents
  
 
 Note
#9
 
 Effective
January 17, 2008, the Company entered into an agreement with Energas to acquire
certain properties (See Note 7) in exchange for $2,300,000 of which $100,000 was
paid at the closing and $2,200,000 was paid by the Company executing a 7 1/2 %
interest non recourse promissory note (the "Note") secured by the assets
transferred to the Company. The Note further provides that the Company pay
Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and
commencing October 1, 2008, quarterly payments of interest only until January 1,
2010 when all outstanding principal and accrued but unpaid interest is due in
full. Interest accrued and charged to operations on this obligation accruing
during the years ended March 31, 2008 and 2007 totaled $41,137 and $0,
respectively. The total balance of this obligation at March 31, 2008 is
$2,241,137.
 
 Note
#10
 
 On
February 20, 2008, the Company borrowed $200,000 from an unrelated party under a
promissory note to reduce the LaJolla obligation.  The terms of the
note call for interest to accrue at 15%, payment of accrued interest on a
monthly basis and repayment of the principal and any accrued but unpaid interest
within one year.  Interest accrued and charged to operations on this
obligation accruing during the years ended March 31, 2008 and 2007 totaled
$3,370 and $0, respectively. The total balance of this obligation at March 31,
2008 is $203,370.
 
 Note
#11
 
 On March
7, 2008, the Company borrowed $100,000 from an unrelated party under a
promissory note to reduce the LaJolla obligation.  The terms of the
note call for interest to accrue at 15%, payment of accrued interest on a
monthly basis and repayment of the principal and any accrued but unpaid interest
within one year.  Interest accrued and charged to operations on this
obligation accruing during the years ended March 31, 2008 and 2007 totaled
$1,027 and $0, respectively. The total balance of this obligation at March 31,
2008 is $101,027.
 
 Note
#12
 
 On March
17, 2008, the Company borrowed $50,000 from an unrelated party under a
promissory note to
reduce the LaJolla obligations.  The terms of the note call for
interest to accrue at 15%, payment of accrued interest on a quarterly basis and
repayment of the principal and any accrued but unpaid interest within one
year.  Interest accrued and charged to operations on this obligation
accruing during the years ended March 31, 2008 and 2007 totaled $288 and $0,
respectively. The total balance of this obligation at March 31, 2008 is
$50,288.
 Note
#13
 
 On March
18, 2008, the Company borrowed $100,000 from an unrelated party under a
promissory note to reduce the LaJolla obligation.  The terms of the
note call for interest to accrue at 15%, payment of accrued interest on a
monthly basis and repayment of the principal and any accrued but unpaid interest
within one year.  Interest accrued and charged to operations on this
obligation accruing during the years ended March 31, 2008 and 2007 totaled $575
and $0, respectively. The total balance of this obligation at March 31, 2008 is
$100,000.
 
 Note Payable to Related
Parties
 
 As of
March 31, 2008, the Company owed its President, Blair Merriam, a total of
$294,739 under various loan obligations, including accrued
interest.  The loans are assessed interest at an annual rate of
12%.  Interest charged to operations for the years ended March 31,
2008 and 2007 on these loans totaled $32,609 and $25,875, respectively. In
addition, under the terms of the loans, until the principal loans balance and
accrued interest are paid in full, the President has the right to convert the
obligation due him, including accrued interest, into shares of the Company’s
common stock at $0.17 per share.
 
 Following
are maturities of long-term debt for each of the next three years.
 
 March
      31,2008
              
              $
              1,295,8102009
              
              $
              3,766,9302010
              
              $
              298,355$
              5,361,095Less
      discount
              
              $
              (241,666
              )$
              5,119,429




F-25
 Table of Contents


Note
9. Shareholders' Deficit
 
 Preferred
Stock
 
 In
September 2006, 5,000 shares of the Company’s Series B Preferred Stock were
converted into 500,000 shares of the Company’s common stock.
 
 In
January 2007, the Company issued 22,500 shares of its Series B Preferred Stock
in consideration for certain oil and gas leases and options (see Note
7).
 
 In
January 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the acquisition of certain oil and gas leases and options (see
Note 7).
 
 In March
2007, the Company issued 20,000 shares of its Series B Preferred Stock in
consideration for consulting services valued at $280,000.
 
 On
October 12, 2006, the Company issued 3,600 shares of its Series C Preferred
Stock in exchange for a 90-day option to acquire certain oil and gas leases in
Lloyd and Briscoe Counties, Texas (See Note 7).
 
 In March
2007, 5,000 shares of the Company’s Series B Preferred Stock were converted into
500,000 shares of the Company’s common stock
 
 In April
2007, the Company issued 12,464 shares of its Series B Preferred Stock in
exchange for the extension of an option to acquisition of certain oil and gas
leases. The shares were valued at $149,568 based upon the market price of the
underlying common shares at date of issuance.
 
 In June
2007, the Company issued 61,091 shares of its Series A Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $171,055 based upon the market price of the underlying common shares
at date of issuance.
 
 In June
2007, the Company issued 6,500 shares of its Series B Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $182,000 based upon the market price of the underlying common shares
at date of issuance.
 
 In
November 2007, the Company issued 2,500 shares of its Series B Preferred Stock
in exchange for consulting services. The shares were valued at $63,750 based
upon the market price of the underlying common shares at date of
issuance.
 
 In March
2008, the Company issued 100,000 shares of its Series F Preferred Stock in
exchange for certain properties (See Note 3). The shares were valued at
$1,440,000 based upon the market price of the underlying common shares at date
of issuance. Holders of Series F Preferred Stock have no voting
rights.
 
 In March
2008, the Company issued 55,000 shares of its Series D Preferred Stock in
exchange for consulting services. The shares were valued at $835,000 based upon
the market price of the underlying common shares at date of
issuance.
 
 Common
Stock
 
 In April
2006, the Company issued a total of 1,225,000 rule 144 shares of its common
stock in exchange for $61,250.
  In April
2006, Clark returned the 2,025,000 shares of the Company’s common stock as
required in the April 5, 2006 settlement agreement (See Note 6). These shares
were subsequently cancelled by the Company.
 
 In
October 2006, the Company issued a total of 700,300 shares of its rule 144
common stock in payment of debt to a note holder in the amount of
$35,015.  The aggregate fair value of the shares issued was $63,027;
accordingly, the Company recorded a $28,012 loss on settlement of
debt.
 
 In
November 2006, the Company issued a total of 1,250,000 shares of its rule 144
common stock in consideration for investor relations services.
 
 In
January 2007, the Company issued 50,000 shares of its rule 144 common stock as
additional consideration on a $50,000 loan.
 
 In
February 2007, the Company issued 750,000 shares of its rule 144 common stock in
consideration for consulting agreement Services valued at $93,375 based upon the
market price of shares on date of issuance.
 
 In March
2007, the Company issued 2,200,000 shares of its common stock in consideration
for the cancellation of $4,400 of indebtedness (See Note 8). The aggregate fair
value of the shares issued was $286,000; accordingly, the Company recorded a
$281,600 loss on settlement of debt.  These shares cannot be sold by
the note holder into the U.S. market for five years.
 
 In April
2007, the Company issued 1,266,667 shares of its common stock in exchange for
the cancellation of $3,800 of indebtedness due on certain convertible
debentures. The Company recognized a loss of $135,533 on the conversion. These
shares cannot be sold into the U.S. market by the note holder for five
years.
 
 In April
2007, the Company issued 2,200,000 shares of its common stock in exchange for
the cancellation of $4,800 of indebtedness due on certain convertible
debentures. The Company recognized a loss of $237,200 on the conversion. These
shares cannot be sold into the U.S. market by the note holder for five
years..
 
 In June
2007, the Company issued 1,400,000 shares of its common stock pursuant to rule
144 in consideration for consulting services. The services were valued at
$182,000, which was based on the market value of the shares on date of
issuance.
 
 In June
2007, the Company issued 50,000 shares pursuant to rule 144 of its common stock
in consideration for extending the due date of a note payable.  The
shares were valued at $9,500, which was based on the market value of the shares
on date of issuance.
 
 In June
2007, the Company issued 1,833,333 shares of its common stock in exchange for
the cancellation of $5,500 of indebtedness due on certain convertible
debentures. The Company recognized
a loss of $397,833 on the conversion. These shares cannot be sold into the U.S.
market by the note holder for five years.
  F-26
 Table of Contents
  
 In June
2007, the Company issued 8,800,000 shares of its common stock in exchange for
the cancellation of $4,400 of indebtedness due on certain convertible
debentures. The Company recognized a loss of $2,481,600 on the conversion. These
shares cannot be sold into the U.S. market by the note holder for five
years.
 In June
2007, the Company issued 1,000,000 rule 144 shares of its common stock in
consideration for consulting services. The services were valued at $190,000,
which was based on the market value of the shares on date of
issuance.
 
 In July
2007, the Company issued 53,571 rule 144 shares of its common stock in payment
of wages earned.  The shares were valued at $15,000, which was based
on the market value of the shares on date of issuance.
 
 In July
2007, the Company issued 300,000 rule 144 shares of its common stock in
accordance with an employment agreement on time stock grant.  The
shares were valued at $84,000, which was based on the market value of the shares
on the date of issuance.
 
 In August
2007, the Company issued 3,900,000 shares of its common stock in exchange for
the cancellation of $11,700 of indebtedness due on certain convertible
debentures.  The Company recognized a loss of $667,967 on the
conversion. These shares cannot be sold into the U.S. market by the note holder
for five years.
 
 In
September 2007, the Company issued 7,900,000 shares of its common stock in
exchange for the cancellation of $23,700 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,624,000
on the conversion. These shares cannot be sold in the U.S. market by the note
holder for five years.
 
 In
September 2007, the Company issued 100,000 rule 144 shares of its common stock
in consideration for consulting services.  The services were valued at
$9,000, which was based on the market value of the shares on the date of
issuance.
 
 In
September 2007, the Company issued 202,500 shares of its common stock in
exchange for the cancellation of $19,737 of indebtedness due on certain accounts
payable.  The Company recognized a loss of $23,576 on the
issuance.
 
 In
September 2007, the Company issued 37,500 shares of its common stock in
consideration for legal services.  The services were valued at $8,438,
which was based on the market value of the shares on the date of
issuance.
 
 In
October 2007, the Company issued 500,000 rule 144 shares of its common stock for
five units in the Rick Newell Agreement.  See Note 7.
 
 As
discussed in more detail in Note 7, the Company issued 1,050,000 rule 144 shares
of its common
stock in October 2007 as part consideration for the sale of 10.5 Units. Each
unit consist of 100,000 restricted shares of the Company’s common stock, a 4%
working interest in the Rick #1 and the Newell #2 and a 1 1⁄2 % working interest
in the 10 non-operating wells. Of the total $525,000 received, $254,750 was
allocated to the shares sold. The Company valued the shares sold at their
respective trading price on the date of issuance.
 
 In
November 2007, the Company issued 8,000,000 shares of its common stock in
exchange for the cancellation of $24,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $2,088,000
on the conversion. These shares cannot be sold into the U.S. market by the note
holder for five years.
 
 In
November 2007, the Company issued 300,000 rule 144 shares of its common stock
for three units in the Rick Newell Agreement (See Note 7).
 
 In
November 2007, the Company issued 100,000 rule 144 shares of its common stock in
payment of a loan fee.  The loan fee was valued at $22,000, which was
based on the market value of the shares on the date of issuance.
 
 In
December 2007, the Company issued 1,500,000 rule 144 shares of its common stock
in exchange for the consulting services.  The services were valued at
$247,500, which was based on the market value of the shares on the date of
issuance.
 
 In
December 2007, the Company issued 6,000,000 shares of its common stock in
exchange for the cancellation of $3,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $897,000 on
the conversion. These shares cannot be sold into the U.S. market by the note
holder for five years.
 
 In
December 2007, the Company issued 150,000 rule 144 shares of its common stock
for one and one-half units in the Rick Newell Agreement (See Note
7).
 
 In
December 2007, the Company issued 343,750 rule 144 shares of its common stock in
payment of $55,000 of salary owed to one executive.
 
 In
January 2008, the Company issued 100,000 rule 144 shares of its common stock for
one unit in the Rick Newell Agreement (See Note 7).
 
 In
January 2008, the Company issued 5,025,000 shares of its rule 144 common stock
in exchange for the consulting services.  The services were valued at
$979,850, which was based on the market value of the shares on the date of
issuance.
 
 In
January 2008, the Company issued 7,000,000 shares of its common stock in
exchange for the cancellation of $21,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,344,000
on the conversion. These shares cannot be sold into the U.S. market by the note
holder for five years.
  F-27
 Table of Contents
  As of
March 31, 2008, the Company’s committed common shares exceeded the total shares
that it had authorized. Pursuant EITF 00-19, Paragraph 19, the Company accrued a
derivative liability on the excess committed shares totaling $3,381,011, which
includes the $1,440,000 on the issuance of the Company’s Preferred Series F
shares as discussed in Note 3.
 
 
 Stock
Warrants
 
 At March
31, 2008, there were total warrants outstanding to purchase 10,500,000 shares of
rule 144 common stock at $0.25, 500,000 shares of rule 144 common stock at
$0.50, and 3,000,000 shares of common stock at $1.00. The expiration dates of
the warrants vary from January 17, 2010 to March 31, 2013.  During the
year ended March 31, 2008, the Company issued an extension for certain warrants
and accordingly, recorded an expense of $35,767 associated with the expiration
of the warrants.
 
 
 Employee Stock Option
Plan
 
 On March
25, 2005, the Company established a stock option plan for officers, directors,
employees and consultants. Under the plan, certain options issued will
constitute “Incentive Stock Options” within the meaning of section 422A of the
Internal Revenue Code, and other options issued will be deemed nonstatutory. The
Company’s Board of Directors is responsible for the plan and the granting of the
options.  The number of common shares reserved to be issued through
the plan is 3,000,000. Options are exercisable for as period up to ten years
from the date of grant. The Company’s Board of Directors decides the actual term
of each option. Options granted to employees are subject to a vesting schedule
based upon the number of years of continuous service that the employee has with
the Company from the grant date of the respective option. After three years of
continuous service from the date of grant, the respective options held by an
employee are fully vested. The price for shares issued through the exercise of
incentive stock options are at fair market value for all employees with the
exception of employees who are significant shareholders, who will pay no less
than 110% of market value. The price for shares issued through the exercise of
nonstatutory options shall be decided by the Company’s Board, but at a price no
less than 100% of the shares market value at date of grant.
 
 On March
28, 2007, the Company granted stock options for a total of 3,000,000 common
shares. The options were issued to its management and its employee under its
2005 Stock Option Plan. The options are exercisable any time through March 27,
2012 at a price of $.09 per share. The agreements limit the amount of shares
exercised per holder in any year to 100,000. These options were valued using the
Black-Scholes option-pricing model using the following assumptions: term
of 5 years, a risk-free interest rate of 4.50%, a dividend yield
of 0% and volatility of 139%.  Compensation recognized on
the above option grants was $215,500 that will be charged to operations over the
next five years.  For the year ended March 31, 2008, amortization of
the options was $43,100.
  On March
28, 2007, the Company granted a consultant options to purchase 200,000 rule 144
shares of its common stock at a price of $0.10 per share, the option expires on
March 27, 2010.  The options were valued using the Black-Scholes
option-pricing model using the following assumptions: term of 3 years, a
risk-free interest rate of 4.49%, a dividend yield of 0% and
volatility of 139%. . Compensation recognized on the above option grant was
$13,940 that was charged to operations at March 31, 2007,
 
 On June
7, 2007, the Company granted a consultant options to purchase 1,000,000 rule 144
shares of its common stock at a price of $0.28 per share, the option expires on
June 7, 2012.  The options were valued using the Black-Scholes
option-pricing model using the following assumptions: term of 5 years, a
risk-free interest rate of 4.71%, a dividend yield of 0% and volatility of
164%.  Compensation recognized on the above option grant was $262,200
that will be charged to operations over the next five years.  For the
year ended March 31, 2008, amortization of the options was $39,330.
 
 On
December 31, 2007, the Company granted a consultant options to purchase
1,500,000 rule 144 shares of its common stock. 750,000 shares can be purchased
at a price of $0.25 per share and 750,000 shares can be purchased at a price of
$0.40 per share. The options expire on December 31, 2012.  The options
were valued using the Black-Scholes option-pricing model using the following
assumptions: term of 5 years, a risk-free interest rate of 3.45%, a dividend
yield of 0% and volatility of 164%.  Compensation recognized on the
above option grants was $219,450 and was charged to operations.
 
 The
following table summarizes the options and warrants outstanding at March 31,
2008:
  WeighedOptions/
                
                
                AverageWarrants
                
                
                ExerciseOutstanding
                
                
                PriceBalance
      – March 31, 2006
                
                
                2,850,000
                
                
                $
                0.75Granted
                
                
                3,200,000
                
                
                $
                0.09Exercised
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -Balance
      – March 31, 2007
                
                
                6,050,000
                
                
                $
                0.40Granted
                
                
                16,500,000
                
                
                $
                0.63Exercised
                
                
                -
                
                
                
                -Forfeited
                
                
                (2,850,000
                )
                
                $
                (.075
                )Balance
      – March 31, 2008
                
                
                19,700,000
                
                
                $
                035
 
  F-28
 Table of Contents
  All of the above options and warrants are all
exercisable.
 
 
 Note
10. Related Parties
 
 Stock
Options
 
 The
Company had granted stock options to related parties to purchase shares of the
Company common stock. As of March 31, 2008, the 4,000,000 stock options
outstanding were all issued to related parties (see Note 9).
 
 
 Noncash
Transactions
 
 For the
years ended March 31, 2008 and 2007, the Company accrued $115,000 and $72,000,
respectively, for compensation due its officers for services rendered. In
December 2007, the Company issued 343,750 rule 144 shares of its common stock to
an officer that reduced the balance of accrued compensation owed him by $55,000.
The total balance due these officers at March 31, 2008 totaled
$411,000.
 
 
 Note
11. Subsequent Events
 
 In April
2008, the Company issued 27,500 shares of its Series D Preferred Stock to
various consultants for services rendered. Each share of Series D Preferred is
convertible at the holder’s option into 100 shares of the Company’s common stock
pursuant to rule 144 and is non-voting.
 
 In April
2008, 1,800 shares of Preferred C were converted into 180,000 shares of the
Company’s common stock.
 
 In April
2008, the Company issued 2,000 shares of its Series C Preferred Stock as
consideration for a loan extension.
 
 In May
2008, the Company issued 3,500 shares of its Series D Preferred Stock as
consideration for a loan extension.
 
 In May
2008, the Company issued 11,000,000 shares of its common stock in the conversion
of $21,000 of indebtedness. These shares cannot be sold into the U.S. market by
the note holder for five years.
 
 In May
2008, 1,800 shares of Preferred C were converted into 180,000 shares of the
Company’s common stock.
 
 In May
2008, 11,224 shares of Preferred B were converted into 1,122,240 shares of the
Company’s
common stock.
  On May 8,
2008, the Company filed an amendment with the state of Delaware thereby
increasing the number of authorized shares from 120,000,000 to 520,000,000
including 500,000,000 common shares and 20,000,000 preferred
shares.
  On May
22, 2008, the Company completed a $2,300,000 financing pursuant to a Securities
Purchase Agreement dated effective May 21, 2008 with Trafalgar Capital
Specialized Fund, Luxembourg(“Trafalgar”) for
Trafalgar to loan $2,300,000 to the Company (the “Loan”) pursuant to a secured
Convertible Promissory Note (the “Note”) dated May 21, 2008 with interest at 10%
due in monthly payments of interest only commencing one (1) month from the date
of the Note, with all principal and accrued but unpaid interest due on or before
August 21, 2010 when the Company’s Common Stock is trading at $0.30above, Trafalgar may
convert all or any part of the principal plus accrued interest into shares of
the Company’s Common Stock at the fixed price of $0.081 per share, subject to
various adjustments.
 
 The
material default provisions include non-payment of principal or interest when
due.  As part of this transaction, the Company issued 2,300,000
restricted shares of its Common Stock to Trafalgar and pledged 57,500 shares of
its Series E Preferred Stock to Trafalgar to secure the Note. The Note is
further secured with all of the Company’s assets. The funds from the loan will
be used to develop the Company’s oil and gas projects. Series E Preferred Stock
is non-voting and each preferred share is convertible into 1,000 shares of the
Company’s common.
 
 In June
2008, the Company issued 8,500 shares of its Series D Preferred Stock as
additional consideration in connection with the Company’s loan
activities.
 
 In June
2008, the Company issued 10,000 shares of its Series D Preferred Stock to a
consultant for services rendered.
 
 In June
2008, the Company issued 11,500 shares of its Series D Preferred Stock to
certain employees as safety awards.
 
 In June
2008, the Company issued 4,500 shares of its Series D Preferred Stock as full
payment on accrued compensation due a former officer totaling
$24,000.
 
 In June
2008, the Company issued 2,500 shares of its Series D Preferred Stock to each of
its three Directors for services rendered.
 
 In June
2008, the Company issued its President, Mr. Blair Merriam, 200,000 shares of its
Series D Preferred Stock in consideration for cancelling $20,000 of indebtedness
due him.
 
 In June
2008, the Company issued 23,484.870 shares of its common stock in the conversion
of $23,485 of indebtedness including accrued interest. The issuance of these
shares completely paid off the remaining balance of the $137,556 debt as
discussed in Note 8 above. These shares cannot be sold into the U.S. market by
the note holder for five years.
 
 In June
2008, the Company issued 1,538,462 shares of its rule 144 common stock in
consideration for $100,000.
 
 In June
2008, 20,000 shares of Series B Preferred Stock were converted into 2,000,000
shares of the Company’s common stock.
 
 As of
July 14, 2008, the Company paid down its obligation to La
Jolla.
  F-29
 Table of Contents


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.





Not
applicable.





ITEM
8A(T). CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures
   As of
March 31, 2008, the end of the period covered by this report, the Company’s
Chief Executive Officer and its Chief Financial Officer reviewed and evaluated
the effectiveness of the Company’s disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15 and Rule 15d-15(e)), which are designed to
ensure that material information the Company must disclose in the Company’s
report filed or submitted under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) is recorded, processed, summarized, and reported on a
timely basis. We have concluded, based on that evaluation, that, as of such
date, the disclosure controls and procedures were not effective to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is accumulated and communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. Although
the evaluation did not detect any material weaknesses in the Company’s system of
internal accounting controls over financial reporting, management identified
significant deficiencies with respect to and
inadequate document control and and a lack of sufficient review of those
accounts and related journal entries. The Company has reviewed its
reconciliation and review process and has instituted corrective action in the
first quarter of 2009.
   Notwithstanding
management’s assessment that our internal control over financial reporting was
ineffective as of March 31, 2008, and the significant deficiencies described above, we believe
that the consolidated financial statements included in this Annual Report on
Form 10-K correctly present our financial condition, results of operations and
cash flows for the fiscal years covered thereby in all material
respects.
   Changes in Internal Controls over
Financial Reporting
   Beginning
with the Company’s first fiscal year ending after March 31, 2008, Section 404 of
the Sarbanes-Oxley Act of 2002 will require us to include management's report on
our internal control over financial reporting in our Annual Report on Form 10-K.
The internal control report must contain (1) a statement of management's
responsibility for establishing and maintaining adequate internal control over
our financial reporting, (2) a statement identifying the framework used by
management to conduct the required evaluation of the effectiveness of our
internal control over financial reporting, and (3) management's assessment of
the effectiveness of our internal control over financial reporting as of the end
of our most recent fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. For the year ended March
31, 2010, a statement that our registered independent public accounting firm has
issued an attestation report on management's assessment of our internal control
over financial reporting will be required.
   In order
to achieve compliance with Section 404 within the prescribed period, management
is planning to commence a Section 404 compliance project to assess the adequacy
of our internal control over financial reporting, remediate any control
deficiencies that may be identified, validate through testing that controls are
functioning as documented, and implement a continuous reporting and improvement
process for internal control over financial reporting. At this time, management
is assessing the proper parameters of a Section 404 compliance project in light
of emerging guidance from the SEC on such parameters.
   During
the fourth quarter of fiscal year 2008, there have been no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
  ITEM
8B. OTHER INFORMATION





Not
applicable.





PART III.





ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





General





The Board
of Directors has three members. Each director serves a one-year term that
expires at the following annual meeting of stockholders. Executive officers are
appointed by the Board of Directors and serve until their successors are
appointed. There are no family relationships among our directors or executive
officers.




The Board of Directors does not have
a separately-designated standing audit committee or a committee performing
similar functions,  As the entire Board of Directors is acting as the
Audit Committee.  The Board of Directors intends to consider, as
Platina’s financial activity increases, the possible creation of a
separately-designated standing audit committee.  The Board of
Directors has determined that each of Blair J. Merriam and James E. Jack
qualifies as an "audit committee financial expert," as defined by applicable by
the rules and regulations of the U.S. Securities and Exchange
Commission.




Platina’s
directors, executive officers and control persons are listed below with
information about their respective backgrounds:




Name
            
            Age
            
            PositionsBlair
      J. Merriam
            
            50
            
            Chief
      Executive Officer, President and DirectorDaniel
      W. Thornton
            
            47
            
            Secretary,
      Vice President Business Development, DirectorJames
      E. Jack
            
            66
            
            Director


______________________





The
backgrounds of the directors, executive officers and control persons are as
follows:





Blair J. Merriam - Chief Executive
Officer, President and Director.  Mr. Merriam has been a Director,
President and Chief Executive Officer since inception,  Mr. Merriam was a
director and shareholder of a privately-held claim contract company that offered
third party services that included all facets of insurance adjustment, including
those related to natural resources.  Moreover, from
1999 to 2005, Mr. Merriam served as an oil and gas business
consultant.





Daniel W. Thornton - Vice President
- Business Development,
Secretary and Director.   Mr. Thornton has been a
Director, Vice President - Business Development and Secretary since
inception.  Mr. Thornton has been a director and shareholder of
Torii Medical since 2005.





James E. Jack  -
Director.  Mr. Jack has been a director since March
2008.  From December 2006 until the end of March 2008, Mr. Jack served
as the Managing Director of the Baron Group, USA, LLC, an international
investment banking firm based in Hong Kong that provides strategic consulting
and banking services to large and mid-cap companies, primarily in Asia and North
America.  In June 2006, Mr. Jack formed J. E. Jack & Partners,
LLC, a financial advisory and consulting firm with respect to which Mr. Jack
continues to serve as a principal.  From the autumn of 2003 to June
2006, he was a principal in PentaCap LLC, another financial advisory and
consulting firm.   From May 2001 to the summer of 2003, Mr. Jack
served as Chief Financial Officer and Executive Vice President of Medallion
Financial Corp., a publicly traded company.  Mr. Jack received a
B.B.A. in accounting from the University of Notre Dame, an M.B.A from the Edwin
L. Cox School of Business, Southern Methodist University, and an honorary Doctor
of Laws from St. Mary’s College, Notre Dame, Indiana.





Code
of Ethics





The Board
of Directors has not adopted a Code of Ethics that applies to the principal
executive officer, principal financial officer and principal accounting
officer.  The reasons for this inaction is the belief that such a code
would not provide meaningful additional protection due to the current,
comparatively small size of operations and the number of members of management,
the involvement of non-management personnel in connection with the business
(including independent auditors and outside counsel), and the protection
provided by existing fiduciary duties imposed on Management.  In the
future, Platina may adopt such a Code of Ethics if the Board believes that the
development and adoption of a Code of Ethics would benefit the Company and its
stockholders.   Upon any such adoption of a Code of Ethics, it
will be posted on Platina’s Web site, a copy filed as an exhibit to our next
Annual Report, and undertake to provide a copy of the Code of Ethics, without
charge, to any person who requests a copy.





Section
16(a) of the Exchange Act





Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that Platina’s officers and directors, and persons who own more than
ten percent of a registered class of its equity securities, file reports of
ownership and changes in ownership with the U.S. Securities and Exchange
Commission and furnish the Company with copies of all such Section 16(a)
forms. Daniel W. Thornton, a director and an officer, filed several weeks
late a single Form 4 regarding his single grant of warrants to purchase 750,000
shares. We believe that, during fiscal 2008, each of our officers, directors and
greater than ten percent stockholders otherwise complied with all applicable
filing requirements of Section 16(a).





ITEM 10. EXECUTIVE COMPENSATION.





Summary
Compensation Table




The
following table sets forth the compensation we paid during the fiscal years
ended March 31, 2008 and 2007 to our Chief Executive Officer, who is the only
executive officer whose total compensation exceeded $100,000 in either of the
past two fiscal years. For the purpose of this Annual Report, the executive
officer listed in the table below is referred to as the “Named Executive
Officer.”




Summary
      Compensation Table (1)Name
      and Principal position
              Year
              
              Salary
      ($)
              
              Option
      Awards ($)
              
              Total
      ($)(a)
              (b)
              
              (c)
              
              (d)
              
              (e)Blair
      J. Merriam
              2008
              
              $
              142,500
              
              $
              0
              
              $
              142,500Chief
      Executive OfficerBlair
      J. Merriam
              2007
              
              $
              54,000
              
              $
              143,667
              
              $
              197,667Chief
      Executive Officer
              
              
              
              (2
              )






(1)
              The
      Columns designated by the U.S. Securities and Exchange Commission for the
      reporting of certain bonuses, stock awards, non-equity incentive plan
      compensation, nonqualified deferred compensation earnings and other
      compensation have been eliminated as no such bonuses, awards, compensation
      or earnings were made to, earned by, or paid to or with respect to any
      person named in the table during any fiscal year covered by the
      table.
 (2)
              Of
      this amount, $99,000 was accrued and was not actually
  paid.
 (3)           None
of this amount was actually paid, but instead all of it
accrued.







20
 Table of Contents







Outstanding
Equity Awards
 
 The table
below set forth information pertaining to outstanding stock awards granted to
the Named Executive Officer as of March 31, 2008.  No stock awards of
any kind have been granted; accordingly, the Columns designated by the U.S.
Securities and Exchange Commission for the reporting of certain stock awards
have been eliminated.
 
 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END




Name
              
              Number
      of Securities Underlying Unexercised Options
              
              
              Number
      of Securities Unexercised Options
              
              
              Equity
      Incentive Plan Awards; Number of Securities Underlying Unexercised
      Unearned Options
              
              
              Option
      Exercise Price
              
              Option
      Exercise DateBlair
      J. Merriam
              
              
              2,000,000
              
              
              
              0
              
              
              
              0
              
              
              $
              0.09
              
              March
      27, 2012Chief
      Executive Officer






Compensation
Agreements with Key Personnel
  Platina
has a five-year employment agreement with Blair J. Merriam, its Chief Executive
Officer and President and a Director, that became effective on January 1, 2008
and may be terminated before January 1, 2013 upon certain customary events, such
as death, disability, and for “cause.”  Mr. Merriam also has the right
to terminate this agreement upon the giving of 60 days’ prior
notice.  The agreement currently provides for an annual salary of
$180,000, which may be increased upon Board approval.  Mr. Merriam is
entitled to Company paid health insurance.  Provided he
meets eligibility criteria, Mr. Merriam may also participate in any
existing employee benefit plans or that are later establish for
employees.  In addition to the employment agreement, Platina has
entered into a stock option agreement with Mr. Merriam.  The option
agreement grants to Mr. Merriam, pursuant to our 2005 Stock Option Plan,
incentive stock options to purchase 2.0 million shares of our common stock at a
per-share purchase price of $.09.  The options have a term of five
years, and generally may be exercised only while Mr. Merriam is an employee of
the Company or shortly after his employment therewith ends.  Because
the securities are incentive stock options, they are subject to certain
limitations, such as the limitation that the aggregate fair market value of the
stock (determined at the time the options were granted) with respect to which
these options are exercisable for the first time by Mr. Merriam in any calendar
year does not exceed $100,000.
 
 Director
Compensation
  In fiscal 2008 (as well as in prior
fiscal years), the Company did not pay its directors any compensation for
service as such, although the Board is  considering the future payment
of compensation to outside directors in amounts not now determined.
 
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The following table sets forth certain
information as of July 14, 2008 concerning the beneficial ownership of Platina’s
voting stock (i) by each stockholder who is known by us to own beneficially in
excess of 5% of an outstanding class of voting stock; (ii) by each director;
(iii) by each executive officer; and (iv) by all executive officers and
directors as a group.  Except as otherwise indicated, all persons
listed below have (i) sole voting power and investment power with respect to
their shares, except to the extent that authority is shared by spouses under
applicable law, and (ii) record and beneficial ownership with respect to their
shares.  Shares not outstanding but deemed beneficially owned by
virtue of the right of a person or member of a group to acquire them within 60
days of July 14, 2008 are treated as outstanding only for determination of the
number and percent owned by such group or person.
 
 
 Amount
      and Nature of Beneficial OwnershipName
      and Address of
                Beneficial
      Owner
              Title
      of Class
              Number
      of Shares
                Beneficially
      Owned
              %
      of
                Class
      (1)
              Number
      of Votes
              %
      of Total VotesDirectors and
                Executive OfficersBlair
      J. Merriam (2)
                14850
      Montfort Dr. Suite 131
                Dallas,
      Texas 75254-6750
              Common
              5,205,457
      (2)
              4.1%
              3,205,457
              2.4%Daniel
      W. Thornton (3)
                4255
      S. Bannock St.
                Englewood,
      CO 80110
              Common
              1,612,500
      (3)
              1.3%
              862,500
              0.6%All
      directors and executive officers as a group (two persons)
              Common
              6,817,957
      (4)
              5.3%(4)
              4,067,957
              3.1%Non-management 5%
                StockholdersTri
      Global Holdings, LLC
                22
      Saddlebrook Garden
                London,
      Kentucky 40744
              Preferred
              22,500
              32.7%
              2,250,000
              1.7%Newport
      Capital Consultants
                19
      Island Vista
                Newport,
      California 90292
              Preferred
              20,000
              29.1%
              2,000,000
              1.5%Carlos
      Newberry
                Avenida
      L. N. Alem 790,
                Floor
      11
                Buenos
      Aires, Argentina
              Preferred
              10,000
              14.5%
              1,000,000
              0.8%
  
  (1)
              For
      purposes of computing the percentages of preferred stock beneficially
      owned, the aggregate number of only our Series A, Series B and Series C
      Preferred Stock was used as the base, because these are Platina’s only
      voting preferred shares.
  (2)
              Includes
      2,000,000 shares that may be acquired directly pursuant to the exercise of
      options.
  (3)
              Includes
      750,000 shares that may be acquired directly pursuant to the exercise of
      options.
 
 (4)
              Includes
      2,750,000 shares that may be acquired directly pursuant to the exercise of
      options.  Due to rounding of the percentage figures for the
      individual officers and directors, the aggregate percentage figure in the
      column captioned “% of Class” is not a simple sum of these individuals’
      percentage figures.
 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
 
 Certain
Relationships and Related Transactions
 
 Blair
Merriam, our Chief Executive Officer and a Director, has granted loans to
Platina for the purpose of aiding the Company in meeting its basic expenses
associated with legal, accounting and SEC filings.  The advances that
Mr. Merriam made bear interest at an annual rate of 12%, and for the fiscal year
ended March 31, 2008 his loan balance was credited for $32,609 in accrued
interest.  The balance due to Mr. Merriam, including activity from
prior years, was $293,820 as of March 31, 2008.  Under the terms of
the loans, until the principal loans balance and accrued interest are paid in
full, Mr. Merriam has the right to convert the obligation due him, including
accrued interest, into shares of the Company's common stock at $0.17 per
share.
 
 Director
Independence
 
 Platina’s
common stock is not now listed on a national securities exchange or in an
inter-dealer quotation system.  For purposes of this section, the
standards established by the American Stock Exchange (the “AMEX”) have been used
for determining whether each of the Company’s directors is
“independent.”  The Board has determined that James E. Jack is
currently our only “independent” director in accordance with the AMEX
independence standards.  The Board has also determined that Joseph F.
Langston, Jr., who served as a director throughout fiscal 2008 until his
resignation on March 31, 2009, was an “independent” director in accordance with
the AMEX independence standards during the time of his service.  The
AMEX rules generally require that a listed company’s Board of Directors be
composed of a majority of independent directors. However, these rules provide
that a “small business issuer” need only maintain a Board of Directors comprised
of at least 50% independent directors.  Nevertheless, due to the
Company’s current Board composition, we would not meet this less stringent
standard if our shares were listed on the AMEX.
 
 The AMEX
rules generally require that a listed company’s Audit Committee be composed of
at least three members, each of whom must be independent.  However,
these rules provide that one director who is not independent but meets certain
other requirements may be appointed to the Audit Committee, if the Board of
Directors, under exceptional and limited circumstances, determines that
membership on the committee by the individual is required by the best interests
of the Board of Directors and tje stockholders.  Platina’s Board of
Directors does not have a separately-designated standing audit committee or a
committee performing similar functions.  Instead, the entire Board of
Directors is acting as the Audit Committee.  Blair J. Merriam and
Daniel W. Thornton were not “independent” directors in accordance with the AMEX
independence standards.  In view of all of the above, Platina would
not have met the AMEX audit committee requirements if its shares were listed on
the AMEX.
  21
 Table of Contents
   ITEM 13. EXHIBITS.
 
 The
following exhibits are filed with this Annual Report or are incorporated herein
by reference:
 
 Exhibit
      No.
              Description3.01
              Certificate
      of Incorporation and certain amendments thereto are incorporated by
      reference from our Form 10-SB (SEC File No. 000-28335) filed with the U.S.
      Securities and Exchange Commission (the “SEC”) on November 24, 1999, Part
      III, Item 1, Exhibit 2.1.3.02
              Certificate
      of Amendment to Certificate of Incorporation is incorporated herein by
      reference from our Annual Report on Form 10-KSB for the fiscal year ended
      March 31, 2002 (SEC File No. 000-28335), Item 13, Exhibit
    1.3.03
              Certificate
      of Amendment to Certificate of Incorporation is incorporated herein by
      reference from our Current Report on Form 8-K filed on June 20, 2005 (SEC
      File No. 000-28335), Exhibit 3.1.3.04
              Certificate
      of Amendment to Certificate of Incorporation – filed
    herewith3.05
              Amended
      and Restated Bylaws are incorporated herein by reference from our
      Information Statement on Schedule 13C  (SEC File No. 000-28335),
      filed with the SEC on February 29, 2008, Exhibit 3.7.4.01
              Certificate
      of Designation respecting the Series A Preferred Stock is incorporated by
      reference from our Form 10-SB (SEC File No. 000-28335) filed with the SEC
      on November 24, 1999, Part III, Item 1, Exhibit 2.1.4.02
              Certificate
      of Designation respecting the Series B Preferred Stock is incorporated
      herein by reference from our Information Statement on Schedule
      13C  (SEC File No. 000-28335), filed with the SEC on February
      29, 2008, Exhibit 3.4.4.03
              Certificate
      of Designation respecting the Series C Preferred Stock is incorporated
      herein by reference from our Information Statement on Schedule
      13C  (SEC File No. 000-28335), filed with the SEC on February
      29, 2008, Exhibit 3.5.4.04
              Certificate
      of Designation respecting the Series D Preferred Stock – filed
      herewith4.05
              Certificate
      of Designation respecting the Series E Preferred Stock is incorporated
      herein by reference from our Current Report on Form 8-K filed on May 30,
      2008 (SEC File No. 000-28335), Item 9.01(c), Exhibit
  4.1.4.06
              Certificate
      of Designation respecting the Series F Preferred Stock is incorporated
      herein by reference from our Current Report on Form 8-K filed on April 9,
      2008 (SEC File No. 000-28335), Item 9.01(c), Exhibit
  4.1.4.07
              Specimen
      Common Stock Certificate – filed herewith4.08
              Specimen
      Preferred Stock Certificate – filed herewith10.01
              Exclusive
      Marketing Representative Agreement dated September 30, 2004 between us and
      Bi-Comp, L.L.C. is incorporated herein by reference from our Annual Report
      on Form 10-KSB for the fiscal year ended March 31, 2005 (SEC File No.
      000-28335), Item 13, Exhibit 10.2.10.02
              Asset
      Purchase Agreement dated as of October 27, 2006 between us and Tri Global
      Holdings, LLC is incorporated herein by reference from our Current Report
      on Form 8-K filed on November 6, 2006 (SEC File No. 000-28335), Item
      9.01(c), Exhibit 2.1.10.03
              Loan
      Agreement dated January 12, 2007 between us and William Robotham is
      incorporated herein by reference from our Annual Report on Form 10-KSB for
      the fiscal year ended March 31, 2007 (SEC File No. 000-28335), Item 13,
      Exhibit 10.1.10.04
              Commercial
      Lease Agreement dated November 13, 2006 between us and King Keller
      Partnership   is incorporated herein by reference from our
      Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007 (SEC
      File No. 000-28335), Item 13, Exhibit 10.2.10.05
              Incentive
      Stock Option Agreement dated effective March 28, 2007 between us and Blair
      J. Merriam – filed herewith10.06
              Securities
      Purchase Agreement dated August 30, 2007 between us and La Jolla Cove
      Investors, Inc. is incorporated herein by reference from our Current
      Report on Form 8-K filed on September 6, 2007 (SEC File No. 000-28335),
      Item 9.01(c), Exhibit 99.1.10.07
              7 1⁄4
      % Convertible Debenture in favor of La Jolla Cove Investors, Inc. in the
      original principal amount of $300,000 is incorporated herein by reference
      from our Current Report on Form 8-K filed on September 6, 2007 (SEC File
      No. 000-28335), Item 9.01(c), Exhibit 99.2.10.08
              Warrant
      to purchase 3,000,000 shares in favor of La Jolla Cove Investors, Inc. is
      incorporated herein by reference from our Current Report on Form 8-K filed
      on September 6, 2007 (SEC File No. 000-28335), Item 9.01(c), Exhibit
      99.3.10.09
              Property
      Sale and Joint Venture Agreement dated October 29, 2007 between us and
      Buccaneer Energy Corporation regarding the Rick Newell Salt Water Disposal
      Project is incorporated herein by reference from our Current Report on
      Form 8-K filed on November 8, 2007 (SEC File No. 000-28335), Item 9.01(c),
      Exhibit 99.1.10.10
              Property
      Sale and Joint Venture Agreement dated October 31, 2007 between us and
      Buccaneer Energy Corporation regarding Buccaneer's Oklahoma PUD Prospects
      is incorporated herein by reference from our Current Report on Form 8-K
      filed on November 8, 2007 (SEC File No. 000-28335), Item 9.01(c),
      Exhibit 99.2.10.11
              Employment
      Agreement dated effective January 1, 2008 between us and Blair J. Merriam
      – filed herewith10.12
              Securities
      Purchase Agreement dated effective December 31, 2007 between us and
      Trafalgar Capital Specialized Fund, Luxembourg is incorporated herein by
      reference from our Current Report on Form 8-K filed on January 16, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 99.1.10.13
              Secured
      Promissory Note dated December 31, 2007 and executed by us and Trafalgar
      Capital Specialized Fund, Luxembourg, in the original principal amount of
      $1,500,000 is incorporated herein by reference from our Current Report on
      Form 8-K filed on January 16, 2008 (SEC File No. 000-28335), Item 9.01(c),
      Exhibit 99.2.10.14
              Agreement
      of Sale and Purchase dated effective January 1, 2008 between Wildcat
      Energy Corp., a wholly owned subsidiary of Platina Energy Group Inc.,
      Energas Resources, Inc. ("Energas"), TGC, Inc., a wholly-owned subsidiary
      of Energas and AT Gas Gathering Systems, Inc., a wholly-owned subsidiary
      of Energas, is incorporated herein by reference from our Current Report on
      Form 8-K filed on January 24, 2008 (SEC File No. 000-28335), Item 9.01(c),
      Exhibit 10.1.10.15
              Secured
      non-recourse Commercial Note dated January 1, 2008 in the principal amount
      of $2,200,000 payable by Wildcat Energy Corp. to Energas Resources, Inc.
      is incorporated herein by reference from our Current Report on Form 8-K
      filed on January 24, 2008 (SEC File No. 000-28335), Item 9.01(c), Exhibit
      10.2.10.16
              Assignment
      of Production and Proceeds (Laurel County) is incorporated herein by
      reference from our Current Report on Form 8-K filed on January 24, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 10.3.10.17
              Assignment
      of Production and Proceeds (Whitley County) is incorporated herein by
      reference from our Current Report on Form 8-K filed on January 24, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 10.4.10.18
              Agreement
      for Sale and Purchase of Oil and Gas Properties dated January 17, 2008
      between Platina Energy Group Inc. and Energas Corp. is incorporated herein
      by reference from our Current Report on Form 8-K filed on January 24, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 10.5.10.19
              Agreement
      and plan of Acquisition with UTEK Corporation and Enhanced Oil Recovery
      Technologies, Inc., a wholly-owned subsidiary of UTEK, is incorporated
      herein by reference from our Current Report on Form 8-K filed on April 9,
      2008 (SEC File No. 000-28335), Item 9.01(c), Exhibit
  2.1.10.20
              Warrant
      to purchase 500,000 shares of the common stock at an exercise price of
      $.25 per share issued in favor of UTEK Corporation is incorporated herein
      by reference from our Current Report on Form 8-K filed on April 9, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 4.2.10.21
              Warrant
      to purchase 500,000 shares of the common stock at an exercise price of
      $.50 per share issued in favor of UTEK Corporation is incorporated herein
      by reference from our Current Report on Form 8-K filed on April 9, 2008
      (SEC File No. 000-28335), Item 9.01(c), Exhibit 4.3.10.22
              Securities
      Purchase Agreement dated effective May 21, 2008 between us and Trafalgar
      Capital Specialized Fund, Luxembourg is incorporated herein by reference
      from our Current Report on Form 8-K filed on May 30, 2008 (SEC File No.
      000-28335), Item 9.01(c), Exhibit 10.1.10.23
              Secured
      Promissory Note dated May 21, 2008 and executed by us and Trafalgar
      Capital Specialized Fund, Luxembourg, in the original principal amount of
      $2,300,000 is incorporated herein by reference from our Current Report on
      Form 8-K filed on May 30, 2008  (SEC File No. 000-28335), Item
      9.01(c), Exhibit 10.2.10.24
              Pledge
      Agreement dated May 21, 2008 and between us, Trafalgar Capital Specialized
      Fund, Luxembourg, and James G. Dodrill II, P.A., as escrow agent, is
      incorporated herein by reference from our Current Report on Form 8-K filed
      on May 30, 2008  (SEC File No. 000-28335), Item 9.01(c), Exhibit
      10.3.10.25
              Security
      Agreement between us and Trafalgar Capital Specialized Fund, Luxembourg is
      incorporated herein by reference from our Current Report on Form 8-K filed
      on May 30, 2008 (SEC File No. 000-28335), Item 9.01(c), Exhibit
      10.4.21.01
              Significant
      Subsidiaries – filed herewith23.01
              Consent
      of W. F. Glover Engineering - filed herewith23.02
              Consent
      of Ramsey Property Management - filed herewith23.03
              Consent
      of Nova Resource, Inc. - filed herewith31.01
              Sarbanes
      Oxley Section 302 Certifications - filed herewith32.01
              Sarbanes
      Oxley Section 906 Certifications - filed herewith99.01
              Our
      2005 Stock Option Plan – filed
herewith




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  During
2008 and 2007, the aggregate fees that we paid to Jonathon P. Reuben, CPA, an
accountancy corporation and our independent auditor, for professional services
were as follows:
 
 Year
      Ended March 31,2008
              
              2007Audit
      Fees
              
              $
              68,204
              
              $
              30,753Audit-Related
      Fees
              
              
              N/A
              
              
              N/ATax
      Fees
              
              
              N/A
              
              
              N/AAll
      Other Fees
              
              
              N/A
              
              
              N/A
 
 Pre-Approval
      of Audit and Permissible
 Non-Audit
      Services of Independent Registered Public Accounting
  Firm.
 
 The
Company's Board of Directors pre-approves the engagement of Jonathon P.
Reuben, CPA, an accountancy corporation (the “Auditor”) for all audit and
permissible non-audit services. The Company's Board of Directors annually
reviews the audit and permissible non-audit services performed by the Auditor,
and reviews and approves the fees charged by the Auditor.  The
Company's Board of Directors has considered the role of the Auditor in
providing tax and audit services and other permissible non-audit services to us
and has concluded that the provision of such services was compatible with the
maintenance of the Auditor’s independence in the conduct of its auditing
functions.




22
 Table of Contents




APPENDIX
A
 
 Glossary
of Certain Natural Gas and Oil Terms
  The
following are abbreviations and definitions of certain terms commonly used in
the natural gas and oil industry and in this Annual Report.
  Bbl. One stock tank barrel, or
42 U.S. gallons liquid volume, used in reference to oil or other liquid
hydrocarbons.
  Bcf/d. One billion cubic feet
per day.
  Bcfe. One billion cubic feet
equivalent of natural gas, calculated by converting oil to equivalent Mcf at a
ratio of 6 Mcf to 1 Bbl of oil.
  Boe. Barrels of oil
equivalent, with 6,000 cubic feet of natural gas being equivalent to one barrel
of oil.
  Bop/d. Barrels of oil per
day.
  Btu or British thermal unit.
The quantity of heat required to raise the temperature of one pound of water by
one degree Fahrenheit.
  Btu/cf. The heat content,
expressed in Btu’s, of one cubic foot of natural gas.
  Completion. The installation
of permanent equipment for the production of natural gas or oil.
  Developed acreage. The number
of acres that are allocated or assignable to producing wells or wells capable of
production.
  Development well. A well drilled
into a proved natural gas or oil reservoir to the depth of a stratigraphic
horizon known to be productive.
  Dry hole. A well found to be
incapable of producing hydrocarbons in sufficient quantities such that proceeds
from the sale of such production exceed production expenses and
taxes.
  Exploitation. The continued
development of a known producing formation in a previously discovered field. To
make complete or maximize the ultimate recovery of oil or natural gas from the
field by work including development wells, secondary recovery equipment or other
suitable processes and technology.
  Exploration. The search for
natural accumulations of natural gas and oil by any geological, geophysical or
other suitable means.
  Exploratory well. A well
drilled to find and produce natural gas or oil reserves not classified as
proved, to find a new reservoir in a field previously found to be productive of
natural gas or oil in another reservoir or to extend a known
reservoir.
  Field. An area consisting of
either a single reservoir or multiple reservoirs, all grouped on or related to
the same individual geological structural feature and/or stratigraphic
condition.
  Fracturing. The technique of
improving a well’s production or injection rates by pumping a mixture of fluids
into the formation and rupturing the rock, creating artificial channels. As part
of this technique, sand or other material may also be injected into the
formation to keep the channels open, so that fluids or gases may more easily
flow through the formation.
 
 Gross acres. The total acres
in which we own any amount of working interest.
  Gross wells. The total number
of producing wells in which we own any amount of working interest.
  Horizontal drilling. A
drilling operation in which a portion of the well is drilled horizontally within
a productive or potentially productive formation. This operation usually yields
a well which has the ability to produce higher volumes than a vertical well
drilled in the same formation.
  Injection well or injector. A
well that is used to place liquids or gases into the producing zone during
secondary/tertiary recovery operations to assist in maintaining reservoir
pressure and enhancing recoveries from the field.
  Lease. An instrument that
grants to another (the lessee) the exclusive right to enter to explore for,
drill for, produce, store and remove natural gas and oil on the mineral
interest, in consideration for which the lessor is entitled to certain rents and
royalties payable under the terms of the lease. Typically, the duration of the
lessee’s authorization is for a stated term of years and “for so long
thereafter” as minerals are producing.
  MBbl. One thousand barrels of
oil or other liquid hydrocarbons.
  Mcf. One thousand cubic feet
of natural gas at standard atmospheric conditions.
  Mcf/d. One Mcf per
day.
  Mcfe. One thousand cubic feet
equivalent of natural gas, calculated by converting oil to equivalent Mcfs, at a
ratio of 6 Mcf to 1 Bbl of oil.
  MMBtu. Million British thermal
units.
  MMcf. One million cubic feet
of natural gas at standard atmospheric conditions.
  Net acres. Gross acres
multiplied by Platina’s percentage working interest in the acreage.
  Net production. Production
that is owned by  Platina less royalties and production due
others.
  Net wells. The sum of all the
complete and partial well ownership interests (i.e., if we own 25% percent of
the working interest in eight producing wells, the subtotal of this interest to
the total net producing well count would be two net producing
wells).
  Operator. The individual or
company responsible for the exploration, exploitation, development and
production of a natural gas or oil well or lease.
  Overriding royalty interest.
Ownership in a percentage of production or production revenues, free of the cost
of production, created by the lessee, company and/or working interest owner and
paid by the lessee, company and/or working interest owner out of revenue from
the well.
  Pay zones. A reservoir or
portion of a reservoir that contains economically producible natural gas and oil
reserves.
  Permeability. The capacity of
a geologic formation to allow water, natural gas or oil to pass through
it.
  Plugging and abandonment.
Sealing off of fluids in the strata penetrated by a well so that the fluids from
one stratum will not escape into another or to the surface.
 
 Productive well. A well with
the capacity to produce hydrocarbons in sufficient quantities such that proceeds
from the sale of the production exceed production expenses and
taxes.
  Prospect. A specific
geographic area which, based on supporting geological, geophysical or other data
and preliminary economic analysis using reasonable anticipated prices and costs,
is deemed to have potential for the discovery of commercial
hydrocarbons.
  Proved developed reserves.
Reserves that can be expected to be recovered through existing wells with
existing equipment and operating methods.
  Proved reserves. The estimated
quantities of oil, natural gas and natural gas liquids that geological and
engineering data demonstrate with reasonable certainty to be commercially
recoverable in future years from known reservoirs under existing economic and
operating conditions.
  Proved undeveloped reserves
(PUD). Proved reserves that are expected to be recovered from new wells
on undrilled acreage or from existing wells where a relatively major expenditure
is required for recompletion.
  Reservoir. A porous and
permeable underground formation containing a natural accumulation of producible
natural gas and/or oil that is confined by impermeable rock or water barriers
and is separate from other reservoirs.
  Royalty. An interest in an oil
and natural gas lease that gives the owner of the interest the right to receive
a portion of the production from the leased acreage, or of the proceeds of the
sale thereof, but generally does not require the royalty owner to pay any
portion of the costs of drilling or operating the wells on the leased acreage.
Royalties may be either landowner’s royalties, which are reserved by the owner
of the leased acreage at the time the lease is granted, or overriding royalties,
which are usually reserved by an owner of the leasehold in connection with a
transfer to a subsequent owner.
  Secondary recovery. An
artificial method or process used to restore or increase production from a
reservoir after the primary production by the natural producing mechanism and
reservoir pressure has experienced partial depletion. Gas injection and
waterflooding are examples of this technique.
  Three-dimensional seismic. The
method by which a three-dimensional image of the earth’s subsurface is created
through the interpretation of reflected seismic data collected over a surface
grid. Three-dimensional seismic surveys allow for a more detailed understanding
of the subsurface than do conventional surveys and contribute significantly to
field appraisal, exploitation and production.
  Tcf. One trillion cubic feet
of natural gas
  Undeveloped acreage. Lease
acreage on which wells have not been drilled or completed to a point that would
permit the production of commercial quantities of natural gas and oil regardless
of whether such acreage contains proved reserves.
  Working interest. An interest in a
natural gas and oil lease that gives the owner of the interest the right to
drill for and produce natural gas and oil on the leased acreage and requires the
owner to pay a share of the costs of drilling and production
operations.
  23
 Table of Contents
 
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Platina Energy Group Inc.has duly caused this annual report on Form 10-KSB
to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 July
      17, 2008
              PLATINA
      ENERGY GROUP INC.By:
              /s/
      Blair J. MerriamBlair
      J. Merriam,Chief
      Executive Officer
 
 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.
 
 Name
              
              Title
              
              Date/s/
      Blair J. Merriam
                Blair
      J. Merriam
              
              Director,
      Chief Executive Officer & Chief Financial Officer
              
              July
      17, 2008(Principal
      Executive Officer, Principal Financial Officer & Principal Accounting
      Officer)/s/
      Daniel W. Thornton
              
              Director
              
              July
      17, 2008Daniel
      W. Thornton/s/
      James E. Jack
              
              Director,
              
              July
      17, 2008James
      E. Jack
  
 
 Exhibit
31.01
 
 CERTIFICATIONS
 
 I, Blair J. Merriam, certify
that:
 
 1.           I
have reviewed this Annual Report on Form 10-KSB of Platina Energy Group
Inc.;
 
 2.           Based
on my knowledge, this Annual Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual
Report;
 
 3.           Based
on my knowledge, the financial statements, and other financial information
included in this Annual Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this Annual Report;
 
 4.           The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and
have:
 
 a)
              designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our
      supervision,  to ensure that material information relating to
      the registrant, including its consolidated subsidiaries, is made known to
      us by others within those entities, particularly during the period in
      which this annual report is being
prepared;
 
 b)
              designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, 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;
 
 c)
              evaluated
      the effectiveness of the registrant's disclosure controls and presented in
      this report our conclusions about the effectiveness of the disclosure
      controls and procedures, as of the end of the period covered by this
      report based on such evaluation;
and
 
 d)
              disclosed
      in this report any change in registrant's internal controls that occurred
      during registrant's most recent fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, registrant's
      internal controls; and
 
 5.
              The
      registrant's other certifying officers and I have disclosed, based on our
      most recent evaluation of internal controls, to the registrant's auditors
      and the audit committee of registrant's Board of
  Directors:
 
 a)
              all
      significant deficiencies and material weaknesses in the design or
      operation of internal controls which are reasonably likely to adversely
      affect registrant's ability to record, process, summarize and report
      financial information; and
 
 b)
              any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls.
 
 /s/ Blair J.
Merriam
 Blair J. Merriam,
 Date:
July 17,
2008                                                                                     Chief
Executive Officer
 
 
  
 Exhibit
32.01
 
 CERTIFICATION
PURSUANT TO
 18 U.S.C.
SECTION 1350,
 AS
ADOPTED PURSUANT TO
 SECTION
906 OF THE
 SARBANES
OXLEY ACT OF 2002
 
 In connection with the Annual Report of
Platina Energy Group Inc. (the "Company") on Form 10-KSB for the period ended
March 31, 2008, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002,
that:
 
 (1)           The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
 
 (2)           The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
 
 July 17,
2008                                                                By:
/s/ Blair J.
Merriam
 Blair J. Merriam
 Chief Executive
Officer