**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10-Q**





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      quarterly period ended September 30, 2007




or




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




For
      the
      transition period from ___________ to __________




Commission
      file number: **000-51553**




**PLATINUM
      ENERGY RESOURCES, INC.**




(Exact
      name of registrant as specified in its charter)




Delaware
            
            **14-1928384**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**25
                Phillips Parkway**
              **Montvale,
                New Jersey**
              (Address
                of principal executive offices)
            
            **07645**
              (Zip
                Code)


(212)
      581-2401


(Registrant's
      telephone number, including area code)




Indicate
      by check mark whether the Registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o




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


Large
      Accelerated Filer o Accelerated
      Filer x Non-Accelerated
      Filer o





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





As
      of
      November 8, 2007, 23,583,725 shares of the registrant’s common stock, par value
      $0.0001 per share, were outstanding.











**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**




**Table
      of Contents**





PagePART
                I- FINANCIAL INFORMATION
            1Item
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            17Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            22Item
                4.
            Controls
                and Procedures
            22PART
                II- OTHER INFORMATION
            23Item
                1.
            Legal
                Proceedings
            23Item
                1A.
            Risk
                Factors
            23Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            25Item
                3.
            Defaults
                Upon Senior Securities
            25Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            25Item
                5.
            Other
                Information
            26Item
                6.
            Exhibits
            26Signatures
            26









**FINANCIAL
      INFORMATION**




**Item
      1.****Financial
      Statements.**





PLATINUM
                ENERGY RESOURCES, INC. AND SUBSIDIARYCONDENSED
                CONSOLIDATED BALANCE SHEETS




September
                  30,
              
              December
                  31,2007
              
              2006(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              49,964
              
              $
              --Cash
                  and cash equivalents held in trust
              
              
              112,011,282
              
              
              109,213,492Prepaid
                  expenses and other current assets
              
              
              6,263
              
              
              79,526Total
                  Current Assets
              
              
              112,067,509
              
              
              109,293,018Deferred
                  acquisition costs
              
              
              2,141,902
              
              
              1,662,632Total
                  Assets
              
              $
              114,209,411
              
              $
              110,955,650LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              1,501,251
              
              $
              1,471,167Due
                  to related party
              
              
              161,302
              
              
              85,585Notes
                  payable - stockholder
              
              
              853,000
              
              
              75,000Income
                  taxes payable - state
              
              
              248,960
              
              
              130,960Total
                  Current Liabilities
              
              
              2,764,513
              
              
              1,762,712Common
                  stock subject to possible redemption, 2,878,560 shares at conversion
                  value
              
              
              22,391,055
              
              
              21,831,777COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITYPreferred
                  stock, $.0001 par value, 1,000,000 authorized, 0 issued
              
              
              --
              
              
              --Common
                  stock, $.0001 par value; 75,000,000 shares authorized; 18,000,000
                  shares
                  (which includes 2,878,560 subject to possible conversion) issued
                  and
                  outstanding
              
              
              1,512
              
              
              1,512Additional
                  paid-in capital
              
              
              85,424,242
              
              
              85,424,242Earnings
                  accumulated during the development stage
              
              
              3,628,089
              
              
              1,935,407Total
                  Stockholders' Equity
              
              
              89,053,843
              
              
              87,361,161Total
                  Liabilities and Stockholders' Equity
              
              $
              114,209,411
              
              $
              110,955,650


*See
        notes to condensed consolidated financial statements*


-1-




PLATINUM
                ENERGY RESOURCES, INC. AND SUBSIDIARYCONDENSED
                CONSOLIDATED STATEMENTS OF
                OPERATIONS




For
                  the Three
                Months
                  Ended
                September
                  30, 2007
              
              For
                  the Three
                Months
                  Ended
                September
                  30, 2006
              
              For
                  the Nine
                Months
                  Ended
                September
                  30, 2007
              
              For
                  the Nine
                Months
                  Ended
                September
                  30, 2006
              
              Cumulative
                  for the
                Period
                  from
                April
                  25, 2005
                (Inception)
                  to
                September
                  30, 2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              22,500
              
              $
              17,505
              
              $
              67,500
              
              $
              51,075
              
              $
              153,085Marketing,
                  general and administrative expenses
              
              
              75,293
              
              
              109,633
              
              
              329,498
              
              
              433,548
              
              
              1,197,487Total
                  operating expenses
              
              
              97,793
              
              
              127,138
              
              
              396,998
              
              
              484,623
              
              
              1,350,572OTHER
                  INCOME (EXPENSE)Interest
                  income, net of interest allocated to common stock subject to possible
                  redemption of $193,167, $174,662, $559,278, $582,493 and $1,319,996
              
              
              773,150
              
              
              699,080
              
              
              2,238,512
              
              
              1,855,329
              
              
              5,283,286Interest
                  expense
              
              
              (7,383
              )
              
              (1,467
              )
              
              (30,832
              )
              
              (1,467
              )
              
              (38,525
              )Total
                  other income (expense)
              
              
              765,767
              
              
              697,613
              
              
              2,207,680
              
              
              1,853,862
              
              
              5,244,761NET
                  INCOME BEFORE INCOME TAXES
              
              
              667,974
              
              
              570,475
              
              
              1,810,682
              
              
              1,369,239
              
              
              3,894,189PROVISION
                  FOR INCOME TAXES
              
              
              52,000
              
              
              67,800
              
              
              118,000
              
              
              179,000
              
              
              266,100NET
                  INCOME
              
              $
              615,974
              
              $
              502,675
              
              $
              1,692,682
              
              $
              1,190,239
              
              $
              3,628,089WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES:BASIC
              
              
              15,121,440
              
              
              15,121,440
              
              
              15,121,440
              
              
              15,121,440DILUTED
              
              
              18,075,806
              
              
              17,513,763
              
              
              17,948,381
              
              
              17,475,878NET
                  INCOME PER COMMON SHARE:BASIC
              
              $
              0.04
              
              $
              0.03
              
              $
              0.11
              
              $
              0.08DILUTED
              
              $
              0.03
              
              $
              0.03
              
              $
              0.09
              
              $
              0.07


*See
        notes to condensed consolidated financial statements*


-2-




PLATINUM
                ENERGY RESOURCES, INC.AND SUBSIDIARYCONDENSED
                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
                EQUITYUnaudited




Earnings
                  accumulated
              
              TotalCommon
                  stock
              
              Additional
              
              during
                  the
              
              stockholders'Shares
              
              Amount
              
              paid-in
                  capital
              
              development
                  stage
              
              equityCommon
                  shares issued to founders for cash, May 6, 2005 at $.0077 per
                  share
              
              
              3,250,000
              
              $
              325
              
              $
              24,675
              
              $
              --
              
              $
              25,000Retroactive
                  effect of common stock dividend, declared September 23,
                  2005
              
              
              1,250,000
              
              
              125
              
              
              (125
              )
              
              --
              
              
              --Retroactive
                  effect of four-for-five reverse split effected October 21,
                  2005
              
              
              (900,000
              )
              
              (90
              )
              
              90
              
              
              --
              
              
              --Sale
                  of 14,400,000 units, net of underwriters’ discount and offering expenses
                  (includes 2,878,560 shares subject to possible conversion), October
                  28,
                  2005 at $8.00 per Unit
              
              
              14,400,000
              
              
              1,440
              
              
              106,470,273
              
              
              --
              
              
              106,471,713Proceeds
                  subject to possible conversion of 2,878,560 shares, October 28,
                  2005 at
                  $7.32 per Unit
              
              
              (2,878,560
              )
              
              (288
              )
              
              (21,070,771
              )
              
              --
              
              
              (21,071,059
              )Proceeds
                  from issuance of option, October 28, 2005
              
              
              --
              
              
              --
              
              
              100
              
              
              --
              
              
              100Net
                  income, for the period from April 25, 2005 (Inception) to December
                  31,
                  2005
              
              
              --
              
              
              --
              
              
              --
              
              
              275,728
              
              
              275,728Balance
                  at December 31, 2005
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              275,728
              
              
              85,701,482Net
                  income, for the year ended December 31, 2006
              
              
              --
              
              
              --
              
              
              --
              
              
              1,659,679
              
              
              1,659,679Balance
                  at December 31, 2006
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              1,935,407
              
              
              87,361,161Net
                  income, for the nine months ended September 30, 2007
              
              
              --
              
              
              --
              
              
              --
              
              
              1,692,682
              
              
              1,692,682Balance
                  at September 30, 2007
              
              
              15,121,440
              
              $
              1,512
              
              $
              85,424,242
              
              $
              3,628,089
              
              $
              89,053,843


*See
      notes to condensed consolidated financial statements*


-3-




PLATINUM
                ENERGY RESOURCES, INC. AND SUBSIDIARYCONDENSED
                CONSOLIDATED STATEMENTS OF CASH
                FLOWS




Nine
                  Months Ended
                September
                  30, 2007
              
              Nine
                  Months Ended
                September
                  30, 2006
              
              Cumulative
                  for the
                Period
                  from
                April
                  25, 2005
                (Inception)
                  to
                September
                  30, 2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)Cash
                  Flows From Operating ActivitiesNet
                  income
              
              $
              1,692,682
              
              $
              1,190,239
              
              $
              3,628,089Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other current assets
              
              
              73,263
              
              
              109,236
              
              
              (6,263
              )Accounts
                  payable and accrued expenses
              
              
              (144,680
              )
              
              16,596
              
              
              184,388Due
                  to related party
              
              
              75,717
              
              
              51,075
              
              
              161,302Income
                  taxes payable - State
              
              
              118,000
              
              
              179,000
              
              
              248,960Net
                  cash provided by operating activities
              
              
              1,814,982
              
              
              1,546,146
              
              
              4,216,476Cash
                  Flows From Investing ActivitiesDeposits
                  to cash and cash equivalents held in Trust Fund
              
              
              (2,797,790
              )
              
              (2,437,822
              )
              
              (112,011,282
              )Payment
                  of performance deposit
              
              
              --
              
              
              (500,000
              )
              
              (500,000
              )Recovery
                  of perfomance deposit upon restructuring
              
              
              --
              
              
              500,000
              
              
              500,000Payment
                  of deferred acquistion costs
              
              
              (304,506
              )
              
              (522,371
              )
              
              (825,039
              )Net
                  cash used in investing activities
              
              
              (3,102,296
              )
              
              (2,960,193
              )
              
              (112,836,321
              )Cash
                  Flows From Financing ActivitiesInterest
                  on cash held in trust, net of interest incomeallocated
                  to common stock subject to possible redemption
              
              
              559,278
              
              
              582,493
              
              
              1,319,996Proceeds
                  from the sale of common stock
              
              
              --
              
              
              --
              
              
              25,000Proceeds
                  from notes payable-stockholder
              
              
              778,000
              
              
              75,000
              
              
              1,033,000Repayment
                  of note payable-stockholder
              
              
              --
              
              
              --
              
              
              (180,000
              )Gross
                  proceeds of public offering
              
              
              --
              
              
              --
              
              
              115,200,000Payments
                  of costs of public offering
              
              
              --
              
              
              --
              
              
              (8,728,287
              )Proceeds
                  from issuance of underwriter’s stock option
              
              
              --
              
              
              --
              
              
              100Net
                  cash provided by financing activities
              
              
              1,337,278
              
              
              657,493
              
              
              108,669,809Net
                  (Decrease) Increase in Cash
              
              
              49,964
              
              
              (756,554
              )
              
              49,964Cash
                  - Beginning of the Period
              
              
              --
              
              
              902,498
              
              
              --Cash
                  - End of Period
              
              $
              49,964
              
              $
              145,944
              
              $
              49,964SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              16,639
              
              $
              --Income
                  taxes
              
              $
              --
              
              $
              --Non-Cash
                  Investing Activities:Deferred
                  acquisition costs accrued and deferred
              
              $
              174,764
              
              $
              740,765


*See
      notes to condensed consolidated financial statements*


-4-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(a
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Nature of Operations and Summary of Significant Accounting
      Policies**




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





As
      of
      September 30, 2007, the Company had not yet commenced any commercial operations.
      All activities through September 30, 2007 relate to the Company's formation,
      the
      completion of the public offering described below and the completion of the
      asset acquisition transaction (the “Acquisition”), as described in Note 4,
“Business Combination”. The Company selected December 31 as its fiscal year-end.
      The accompanying condensed consolidated financial statements have been prepared
      in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7,
      Development Stage Enterprises, since planned principal operations have not
      commenced.




The
      registration statement of the Company’s initial public offering (“Offering”) was
      declared effective on October 24, 2005. The Company consummated the Offering
      on
      October 28, 2005 and received net proceeds of approximately $106,472,000. See
      Note 3 - “Initial Public Offering,” for a complete discussion. The Company’s
      management has broad discretion with respect to the specific application of
      the
      net proceeds of the Offering, although substantially all of the net proceeds
      of
      the Offering were intended to be generally applied toward consummating a
      business combination with an operating business in the global oil and gas energy
      and production industry (“Business Combination”). At the time of the Offering,
      there was no assurance that the Company would be able to successfully affect
      a
      Business Combination. On October 26, 2007 the Company successfully consummated
      a
      Business Combination, in the form of the Acquisition, as more fully described
      in
      Note 4. As of September 30, 2007, an amount of $105,408,000 of the net proceeds
      plus interest earned was being held in a trust account (“Trust Account”) and
      invested in United States Treasury Bills having a maturity of 180 days or less
      or in money market funds meeting certain conditions under Rule 2a-7 promulgated
      under the Investment Company Act of 1940 until consummation of the Acquisition.
      See Note 4 - “Business Combination,” for a discussion of a definitive Asset
      Acquisition Agreement and Plan of Reorganization entered into on October 4,
      2006, as amended, which replaced an Agreement and Plan of Merger entered into
      on
      January 26, 2006 with the same parties.





With
      respect to the Acquisition, any stockholder holding shares sold in the Offering
      (“Public Stockholders”) who voted against the Acquisition had the right to
      demand that the Company convert his or her shares into cash. The per share
      conversion price equals the amount in the Trust Account, calculated as of two
      business days prior to the consummation of the Acquisition, divided by the
      number of shares of common stock held by Public Stockholders at the consummation
      of the Offering. Such Public Stockholders were entitled to receive their
      per-share interest in the Trust Account computed without regard to the shares
      held by the stockholders of the Company immediately preceding the offering
      (“Founding Stockholders”). In connection with the Acquisition, Public
      Stockholders holding an aggregate of 1,802,205 voted against the transaction
      and
      exercised their conversion rights effective on the date of consummation of
      the
      Acquisition, October 26, 2007.




-5-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Nature of Operations and Summary of Significant Accounting Policies,
      continued**




*Principles
      of Consolidation*




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




*Income
      Taxes*




Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company’s financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes”, and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure and transition.





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company’s financial statements as of
      January 1, 2007. The evaluation was performed for the tax period April 25
      (inception) to December 31, 2005 and the for the year ended December 31, 2006,
      the tax years which remain subject to examination for Federal and New Jersey
      State purposes as of September 30, 2007.





The
      Company’s policy is to classify assessments, if any, for tax related interest as
      interest expenses and penalties as marketing, general and administrative
      expenses.




-6-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Nature of Operations and Summary of Significant Accounting Policies,
      continued**




*Income
      Per Share*




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





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





Three
                Months Ended September 30, 2007Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            615,974
            
            
            15,121,440
            
            $
            0.04**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,954,366
            
            $
            0.01Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            615,974
            
            
            18,075,806
            
            $
            0.03








Nine
                Months Ended September 30, 2007Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            1,692,682
            
            
            15,121,440
            
            $
            0.11**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,826,941
            
            $
            0.02Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            1,692,682
            
            
            17,948,381
            
            $
            0.09




-7-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Nature of Operations and Summary of Significant Accounting Policies,
      continued**





Three
                Months Ended September 30, 2006Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            502,675
            
            
            15,121,440
            
            $
            0.03**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,392,323
            
            $
            0.00Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            502,675
            
            
            17,513,763
            
            $
            0.03





Nine
                Months Ended September 30, 2006Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            1,190,239
            
            
            15,121,440
            
            $
            0.08**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,354,438
            
            $
            0.01Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            1,190,239
            
            
            17,475,878
            
            $
            0.07




Common
      shares subject to possible conversion totaling up to 2,878,560 have been
      excluded from the calculation of Basic EPS since such shares if redeemed, only
      participate in their Pro-Rata share of the trust earnings. The Company has
      determined that the Warrants contained in the Units sold in the IPO (see Note
      3)
      are dilutive for all periods, and accordingly has included the affects of the
      Warrants in Diluted EPS using the Treasury Stock Method. An option to purchase
      720,000 Units was excluded in the computation of Diluted EPS because the
      option exercise price exceeded the average market price for the Units in these
      periods.





*Use
      of Estimates*




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




-8-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Nature of Operations and Summary of Significant Accounting Policies,
      continued**





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




*Concentration
      of Credit Risk*





At
      September 30, 2007, the Company had cash balances (including trust funds) in
      banks in excess of the maximum amount insured by the FDIC.





*Cash
      and Cash Equivalents*





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





*Recent
      Accounting Pronouncements*





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




In
      December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2
“Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”) which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, “Accounting
      for Contingencies”. Adoption of FSP EITF 00-19-02 is required for fiscal years
      beginning after December 15, 2006. Adoption of FSP EITF 00-19-02 did not have
      a
      material impact on the Company’s financial position, results of operations or
      cash flows.




-9-


**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      2 - Basis of Presentation and Management Plans**




The
      accompanying condensed consolidated unaudited interim financial statements
      have
      been prepared by the Company in accordance with accounting principles generally
      accepted in the United States of America for interim financial statements and
      the instructions to Form 10-Q. These financial statements reflect all
      adjustments, consisting of normal and recurring adjustments and accruals, which
      are, in the opinion of management, necessary for a fair presentation of the
      financial position of the Company as of September 30, 2007 and the results
      of
      operations and cash flows for the three and nine month periods ended September
      30, 2007 and 2006, in conformity with accounting principles generally accepted
      in the United States of America applicable to interim periods. Accordingly,
      certain information and footnote disclosures normally included in annual
      financial statements prepared in accordance with generally accepted accounting
      principles have been condensed or omitted. These financial statements should
      be
      read in conjunction with the financial statements and related footnotes included
      in the Company’s audited financial statements filed on Form 10-K as of December
      31, 2006. The results of operations presented are not necessarily indicative
      of
      the results to be expected for the fourth quarter or for the year ending
      December 31, 2007.




On
      October 26, 2007, the Company consummated the Acquisition described in Note
      4
      and will therefore have sufficient available funds to operate through September
      30, 2008. Upon consummation of the Acquisition, cash held in trust was released
      after the payment of debt pursuant to the Acquisition Agreement and payments
      in
      the aggregate of $14,057,199 to stockholders holding 1,802,205 common shares
      exercising their conversion rights as described in Note 3.




**NOTE
      3 - Initial Public Offering**




On
      October 28, 2005, the Company sold to the public 14,400,000 units (“Units”) at
      an offering price of $8.00 per Unit. Each Unit consists of one share of the
      Company’s common stock, $0.0001 par value, and one Redeemable Common Stock
      Purchase Warrant (“Warrant”). Each Warrant entitles the holder to purchase from
      the Company one share of common stock at an exercise price of $6.00 commencing
      on the later of the completion of a Business Combination with a target business
      or one year from the effective date of the Offering and expiring four years
      from
      the effective date of the Offering. The Warrants will be redeemable, in whole
      or
      in part, upon written consent of the representative of the underwriters, at
      a
      price of $0.01 per Warrant upon thirty (30) days notice after the Warrants
      become exercisable, only in the event that the last sale price of the common
      stock is at least $11.50 per share for any twenty (20) trading days within
      a
      thirty (30) trading day period ending on the third day prior to the date on
      which notice of redemption is given. Separate trading of the common stock and
      Warrants comprising the Units commenced on or about December 9, 2005. An
      additional 2,160,000 Units could have been sold for over-allotments in the
      45-day period after the closing date of October 28, 2005. No over-allotment
      Units were sold.





In
      connection with the Offering, the Company issued an option, for $100.00, to
      the
      representative of the underwriters to purchase up to 720,000 Units at an
      exercise price of $10.00 per Unit. The Units issuable upon exercise of this
      option are identical to those described in the preceding paragraph,
      except




-10-


**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      3 - Initial Public Offering, continued**





that the
      warrants underlying the Units will be exercisable at $7.50 per share. This
      option became exercisable at $10.00 per Unit commencing on the date of the
      consummation of the Acquisition and expires five years from the date of the
      prospectus. The option may be exercised for cash or on a “cashless” basis, at
      the holder’s option, such that the holder may use the appreciated value of the
      option (the difference between the exercise prices of the option and the
      underlying Warrants and the market price of the Units and underlying securities)
      to exercise the option without the payment of any cash.





The
      option and the 720,000 units, the 720,000 shares of common stock and the 720,000
      warrants underlying such units, and the 720,000 shares of common stock
      underlying such warrants, have been deemed compensation by the Financial
      Industry Regulatory Authority and are therefore subject to a 180-day lock-up
      pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. Although the purchase
      option and its underlying securities are intended to be registered under the
      registration statement relating to the Offering, the option grants to holders
      demand and “piggy back” rights for periods of five and seven years,
      respectively, from the date of the Offering with respect to the registration
      under the Securities Act of the securities directly and indirectly issuable
      upon
      exercise of the option. The Company would be obligated to bear all fees and
      expenses attendant to registering the securities, other than underwriting
      commissions, which will be paid for by the holders themselves.




-11-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      3 - Initial Public Offering, continued**




The
      exercise price and number of units issuable upon exercise of the option may
      be
      adjusted in certain circumstances including in the event of a stock dividend,
      or
      a recapitalization, reorganization, merger or consolidation. However, the option
      will not be adjusted for issuances of common stock at a price below its exercise
      price.





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





The
      Company has accounted for the fair value of the option, inclusive of the receipt
      of the $100.00 cash payment, as an expense of the Offering resulting in a charge
      directly to stockholders’ equity. The Company estimates that the fair value of
      this option was approximately $2,412,000 ($0.168 per Unit) using a Black-Scholes
      option-pricing model. The fair value of the option granted to the representative
      of the underwriters is estimated as of the date of grant using the following
      assumptions: (i) expected volatility of 49.65%, (ii) risk-free interest rate
      of
      4.34%, (iii) expected life of 5 years and (iv) a dividend rate of
      zero.





The
      volatility calculation of 49.65% is based on the 365-day average volatility
      of a
      representative sample of seven (7) companies with an average market
      capitalization of $407.0 million, ranging from $309.0 million to $595.0 million,
      that Management believes are engaged in the oil and gas energy and production
      industry (the “Sample Companies”). Because the Company did not have a trading
      history, the Company needed to estimate the potential volatility of its common
      stock price, which depended upon a number of factors which could not be
      ascertained at the time. The Company referred to the 365-day average volatility
      of the Sample Companies because Management believed that the average volatility
      of such companies was a reasonable benchmark to use in estimating the expected
      volatility of the Company’s common stock post-business combination. A one-year
      period was selected as being representative of the current environment and
      market valuations for companies in this sector. An expected life of five years
      was taken into account for the purposes of assigning a fair value to the
      option.





**NOTE
      4 - Business Combination**





On
      January 26, 2006, the Company announced that it had executed a definitive
      agreement and plan of merger with Tandem Energy Holdings, Inc., a Nevada
      corporation, which was amended on June 30, 2006 and July 31, 2006, pursuant
      to
      which, subject to satisfaction of the conditions contained in the merger
      agreement, the Company’s wholly-owned subsidiary, PER Acquisition Corp. (“PER”),
      would merge with and into Tandem. At the effective time of the merger, Tandem
      would be the surviving corporation in the merger with PER and would continue
      as
      a wholly-owned subsidiary of Platinum. Prior to the Acquisition, Tandem, through
      its wholly-owned subsidiary, Tandem Energy Corporation, a Colorado corporation
      headquartered in Midland, Texas, was engaged in the oil and gas E&P industry
      and operates oil fields in Texas and New Mexico.




-12-


**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      4 - Business Combination, continued**




On
      October 4, 2006, Platinum, the Company’s wholly-owned subsidiary, PER
      Acquisition Corp., and Tandem restructured their previously announced merger
      and
      Platinum, PER and Tandem’s wholly-owned subsidiary Tandem Energy Corporation
      (“TEC”) entered into an Asset Acquisition Agreement and Plan of Reorganization,
      as amended, pursuant to which Platinum would acquire all of the assets and
      assume substantially all of the liabilities of TEC, including approximately
      $42
      million of TEC’s debt which would be retired at closing, in exchange for the
      issuance of approximately eight million shares of Platinum common stock to
      TEC.
      The total number of shares to be received by TEC would be determined by dividing
      $60 million by the per share cash value of Platinum’s IPO trust account, which
      is determined by dividing the amount held in trust by 14,400,000 (the number
      of
      shares issued in Platinum’s IPO). The per share cash value was $7.78 at
      September 30, 2007. In connection with the Acquisition, Tandem returned $350,000
      of the performance deposit associated with the original merger transaction
      to
      the Company. The remaining balance of $150,000 was to be applied towards the
      payment of Tandem/TEC transaction costs incurred in connection with the
      Acquisition. After the consummation of the Acquisition, TEC and its parent,
      Tandem, will liquidate and distribute the Platinum shares to Tandem’s
      stockholders.




On
      October 26, 2007, the Company consummated the Acquisition pursuant to the
      Acquisition Agreement. At the closing of the Acquisition, PER, acquired
      substantially all of the assets and assumed substantially all of the liabilities
      of TEC, including approximately $41.5 million of TEC's debt, in exchange for
      the
      issuance of 7,692,308 shares of Platinum common stock.


Upon
        consummation of the Acquisition, Mr. Mark Nordlicht resigned as the Chairman
        of
        the Board and as a director of the Company in order to devote his full time
        to
        his other activities.





TEC
      and
      Guaranty Bank, FSB, a federal savings bank (the “Lender”), entered into a Credit
      Agreement dated June 8, 2005 as amended by a First Amendment to Credit Agreement
      dated October 21, 2005 and as further amended by Waiver and Second Amendment
      to
      Credit Agreement dated February 15, 2006 (the “Credit Agreement”). The material
      terms of the Credit Agreement are discussed in Platinum’s Definitive Proxy
      Statement in the section entitled “Tandem’s Management’s Discussion and Analysis
      of Financial Conditions and Results of Operations - Liquidity and Capital
      Resources - Financing” beginning on page 131 and such disclosure is incorporated
      herein by reference.





In
      connection with the Acquisition, TEC assigned its rights and obligations under
      the Credit Agreement to PER. An Assignment, Waiver and Third Amendment to Credit
      Agreement (the “Third Amendment”) was made and entered into effective as of
      October 26, 2007 among TEC, PER and the Lender. Pursuant to the Third Amendment,
      a new borrowing base was set at $5,000,000. All other material terms of the
      Credit Agreement remain unchanged.





All
      outstanding borrowings under the Credit Agreement were paid off at the closing
      of the Acquisition. Accordingly there are currently no outstanding borrowings
      under the Credit Agreement.





Platinum
      also issued 178,572 shares of its common stock to Lance Duncan upon the closing
      of the Acquisition in exchange for consulting services pursuant to a Consulting
      Agreement entered into by and between Platinum and Lance Duncan dated October
      26, 2006 (the “Consulting Agreement”).




-13-
 
  **PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      4 - Business Combination, continued**




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





On
      July
      18, 2007, the Acquisition Agreement was amended to among other things,: (1)
      provide for Platinum to cause, on the Acquisition closing date, Tim G. Culp
      (currently CEO of Tandem and TEC and indirect controlling stockholder of TEC)
      to
      be elected as a Class C director and an individual recommended by Mr. Culp
      (who
      shall be “independent” within the meaning of the NASDAQ Corporate Governance
      Rules) to be elected as a Class A director, each filling existing vacancies
      in
      their respective classes; (2) provide that, for so long as Mr. Culp owns at
      least one percent (1%) of the outstanding shares of Platinum, to the extent
      permitted by applicable law and corporate governance rules, Platinum will:
      (i)
      cause Mr. Culp to be nominated to the board as a Class C director and submitted
      for election by the shareholders of Platinum; and (ii) cause an individual
      recommended by Mr. Culp (which individual shall be “independent” within the
      meaning of the NASDAQ Corporate Governance Rules) to be nominated to the board
      as a Class A director and submitted for election by the shareholders of
      Platinum; (3) provide that Platinum will enter into an employment agreement
      to
      be negotiated in good faith with Mr. Culp providing for, among other things,
      his
      employment as Platinum’s Chairman of the Board for an initial period of not less
      than two years; and (4) provide that Acquisition Sub (which will be renamed
      Tandem Energy Corporation) will enter into employment agreements, consistent
      with their respective written offers of employment and to be negotiated in
      good
      faith, with Messrs. Michael G. Cunningham, Todd Yocham and Toben Scott (all
      of
      whom are currently officers of TEC) providing for, among other things, their
      respective employments for terms of not less than two years.




In
      connection with the Asset Acquisition Agreement:





a.
            The
                Company retained C.K. Cooper & Company, Inc., an investment banking
                firm, to provide a fairness opinion as to whether the consideration
                to be
                paid by the Company in the Acquisition is fair, from a financial
                point of
                view, to the Company’s stockholders and that the fair value of TEC is at
                least equal to 80% of the Company’s net assets. C.K. Cooper was originally
                retained to provide a fairness opinion in connection with the previously
                proposed merger with Tandem and was paid $50,000 at that time. In
                October
                2006, the Company, entered into a letter agreement with C.K. Cooper
                to
                provide a fairness opinion in connection with the Asset Acquisition
                Agreement, with $25,000 paid upon execution of the arrangement and
                an
                additional $25,000 due upon closing of the
                Acquisition.




b.
            In
                connection with the Asset Acquisition Agreement, the Company entered
                into
                a Finders Agreement with Mr. Lance Duncan, an individual with prior
                affiliations with Tandem, who had been given limited authority by
                Tandem
                management to act on its behalf. Pursuant to the Finders Agreement,
                the
                Company agreed to pay Mr. Duncan a fee of $3.0 million at the consummation
                of the Asset Acquisition Agreement in consideration for his introduction
                of TEC to Platinum. This amount was paid on the closing date, October
                26,
                2007. The Company also entered into a Consulting Agreement pursuant
                to
                which the Company agreed to issue to Mr. Duncan over an 18-month
                period
                following the consummation of the Asset Acquisition Agreement, 714,286
                restricted shares of the Company’s common stock valued at approximately
                $5.0 million based on an agreed upon per share valuation of $7.00, as
                of October 31, 2006, in consideration of future consulting services,
                including the investigation and evaluation of enterprises in the
                energy
                industry, focusing on oil and gas, with a view to possible future
                acquisition and, if warranted, to assist in the scheduling of meetings,
                site inspections and due diligence investigations between the parties,
                as
                applicable. The Company issued 178,572 share of common stock to Mr.
                Duncan
                at closing.






-14-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
        Development Stage Enterprise)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **NOTE
          4 - Business Combination, continued**


Deferred
      acquisition costs reflected on the condensed consolidated balance sheets,
      include costs principally incurred in connection with the Tandem transaction,
      including due diligence related costs, fair value consultants and other
      fees.





**NOTE
      5 - Notes Payable - Stockholder**





In
      the
      year ended December 31, 2006 and the three and nine month periods ended
      September 30, 2007, the Company received an aggregate of $75,000, $438,000
      and
      $778,000 in proceeds, respectively, of notes payable to an officer and
      stockholder of the Company. The Company received additional proceeds of $254,000
      in the aggregate subsequent to September 30, 2007. The notes bore interest
      at 5%
      per annum. The principal amount of the notes of $1,107,000 and accrued interest
      of $18,606 was paid on October 26, 2007, the date of consummation of the Asset
      Acquisition Agreement.




**NOTE
      6 - Commitments, Contingencies and Related Party**




a.
      As of
      September 30, 2007 the Company occupied office space provided by an affiliate
      of
      a Founding Stockholder. Such affiliate had agreed that, until the Acquisition,
      it would make such office space, as well as certain office and secretarial
      services, available to the Company, as may be required by the Company from
      time
      to time. The Company agreed to pay such affiliate $7,500 per month for such
      office space and services commencing on the effective date of the Offering.
      As
      of September 30, 2007, $153,085 has been accrued with respect to this
      arrangement. This arrangement ceased and all amounts due were paid upon
      consummation of the Acquisition on October 26, 2007.





b.
      In
      February 2006, the Company entered into an operating facilities sublease
      arrangement in New Jersey. The term of the sublease commenced on March 1, 2006
      and expires February 28, 2009. Future minimum payments under this sublease
      arrangement, including executory costs, approximated $20,000 for each of the
      years ending December 31, 2007 and 2008 and $3,333 for the year ending December
      31, 2009. In 2007, the parties to this arrangement modified its terms,
      converting the arrangement to a month-to-month rental for reduced space. The
      monthly rental payment under this arrangement has been reduced to
      $825.




-15-




**PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      6 - Commitments, Contingencies and Related Party,
      continued**




c.
      The
      Company has engaged Casimir Capital LP (“CCLP”), the representative of the
      underwriters, on a non-exclusive basis, as its agent for the solicitation of
      the
      exercise of the Warrants. To the extent not inconsistent with the guidelines
      of
      the NASD and the rules and regulations of the Securities and Exchange Commission
      (“SEC”), the Company has agreed to pay CCLP for bona fide services rendered, a
      commission equal to 5% of the exercise price for each warrant exercised more
      than one year after the date of an effective prospectus if the exercise was
      solicited by the underwriters. In addition to soliciting, either orally or
      in
      writing, the exercise of the warrants, the representative’s services may also
      include disseminating information, either orally or in writing, to warrant
      holders about the Company or the


market
      for its securities, and assisting in the processing of the exercise of the
      warrants. No compensation will be paid to the representative upon the exercise
      of the warrants if:





·
            the
                market price of the underlying shares of common stock is lower than
                the
                exercise price;




·
            the
                holder of the warrants has not confirmed in writing that the underwriters
                solicited the exercise;




·
            the
                warrants are held in a discretionary
                account;




·
            the
                warrants are exercised in an unsolicited transaction;
                or





·
            the
                arrangement to pay the commission is not disclosed in the prospectus
                provided to warrant holders at the time of
                exercise.




d.
      On March 20, 2006, the board of directors of the Company approved its 2006
      Long-Term Incentive Plan (the “Plan”). At the consummation of the Acquisition,
      the Company’s stockholders approved the Plan. Under the Plan, the Company may
      grant incentive and non-qualified stock options, stock appreciation rights,
      performance units, restricted stock awards and performance bonuses, or
      collectively, awards, to officers and key employees. In addition, the Plan
      authorizes the grant of non-qualified stock options and restricted stock awards
      to directors and to any independent contractors and consultants. Generally,
      all
      classes of employees are eligible to participate in the Plan. No options,
      restricted stock or other awards under the Plan have been made or committed
      to
      be made as of the date of hereof. The Company has reserved a maximum of 4
      million shares of its authorized common stock for issuance upon the exercise
      of
      awards to be granted pursuant to the Plan.




-16-




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




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




**Overview**




As
      of
      September 30, 2007, Platinum was a blank check company. We were formed on April
      25, 2005, to serve as a vehicle to effect a merger, capital stock exchange,
      asset acquisition or other similar business combination with an unidentified
      operating business in the global oil and gas exploration and production, or
      E&P, industry. Our initial business combination was required to be with a
      target business or businesses whose fair market value was at least equal to
      80%
      of net assets at the time of such acquisition. We utilized a portion of the
      cash
      derived from the proceeds of our completed public offering and our capital
      stock
      in effecting a business combination, described below.




At
      September 30, 2007, Platinum had not yet commenced any commercial operations.
      All activities for the period from April 25, 2005 (inception) through September
      30, 2007 relate to our formation, the completion of our initial public offering
      and the consummation of the business combination described below.




**Acquisition**




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





On
      October 26, 2007, the Company consummated the Acquisition pursuant to the
      Acquisition Agreement. At the closing of the Acquisition, PER acquired
      substantially all of the assets and assumed substantially all of the liabilities
      of TEC, including approximately $41.5 million of TEC's debt, in exchange for
      the
      issuance of 7,692,308 shares of Platinum common stock.




Following
      consummation of the Acquisition and the conversion of 1,802,205 shares of common
      stock by shareholders who voted against the Acquisition and elected to convert
      their shares, the Company has 24,068,675 shares of common stock
      outstanding.


Upon
        consummation of the Acquisition, Mr. Mark Nordlicht resigned as the Chairman
        of
        the Board and as a director of the Company in order to devote his full time
        to
        his other activities.




-17-




For
      a
      more complete discussion of the Acquisition, see our Current Report on Form
      8-K
      dated November 1, 2007 and our Definitive Proxy Statement filed with the SEC
      on
      October 17, 2007.





**Results
      of Operations**




For
      the
      three and nine month periods ended September 30, 2007 and 2006, we had net
      income of $615,974, $502,675, $1,692,682 and $1,190,239, respectively,
      attributable to net interest income of $765,767, $697,613, $2,207,680 and
      $1,853,862, respectively, (net of interest income in the amount of $193,167,
      $174,662, $559,278 and $582,493, respectively, attributable to shares of common
      stock subject to conversion rights) resulting primarily from interest income
      earned on the proceeds of our IPO, offset by expenses attributable to
      organization and formation expenses, expenses incurred in identifying and
      qualifying an acquisition candidate and legal and accounting costs. As more
      fully described below, the interest income was earned on funds held in the
      trust
      account. The funds held in trust and related interest income were only
      available, subject to certain conditions, for use in effecting the Acquisition
      and not for our normal daily operating expenses. Interest income was derived
      from sources free of federal income taxes resulting in a lower than normal
      provision for income taxes.




-18-


**Liquidity
      and Capital Resources**




On
      October 28, 2005, we consummated our initial public offering (“IPO”) of
      14,400,000 units with each unit consisting of one share of our common stock,
      $0.0001 per share, and one warrant to purchase one share of common stock at
      an
      exercise price of $6.00 per share. The units were sold at an offering price
      of
      $8.00 per unit, generating gross proceeds of $115,200,000. The total net
      proceeds to us from the offering were approximately $106,472,000, of which
      $105,408,000 was deposited into a trust fund and the remaining proceeds
      ($1,064,000) were available to be used to provide for business, legal and
      accounting, due diligence on prospective business combinations and continuing
      general and administrative expenses. The net proceeds deposited into the trust
      fund remain on deposit in the trust fund, earning interest, and are contemplated
      for use in connection with a business combination. As of September 30, 2007,
      there was $112,011,282 held in the trust fund. During the year ended December
      31, 2006, we used $500,000 towards a deposit on the Acquisition (of which
      $350,000 was returned in September 2006) and $520,533 for payment of deferred
      acquisition costs, principally for the Acquisition. In the nine months ended
      September 30, 2007 we disbursed an additional $304,506 for these costs,
      bringing the accumulated amount paid through September 30, 2007 to $825,039.
      Deferred acquisition costs of $1,142,099 and $1,316,864 are included in accounts
      payable and accrued expenses as of December 31, 2006 and September 30, 2007,
      respectively. In the year ended December 31, 2006, we received $75,000 of
      proceeds from short-term notes payable issued to our former Chairman of the
      Board, Mark Nordlicht, as well as an additional $778,000 in proceeds of notes
      issued in the nine month period ended September 30, 2007. The Company received
      additional proceeds of $254,000 in the aggregate subsequent to September 30,
      2007. The notes bore interest at 5% per annum. The principal amount of the
      notes
      of $1,107,000 and accrued interest of $18,606 was paid on October 26, 2007,
      the
      date of consummation of the Acquisition.




Upon
      the
      October 26, 2007 consummation of the Acquisition, cash held in trust in excess
      of the amount required to be retained for the payment of amounts due to
      stockholders exercising their conversion rights and after payment of debt
      pursuant to the Asset Acquisition Agreement and payment of certain fees and
      expenses relating to the Acquisition, became available for operations and
      conduct of the business.





In
      the
      period from October 28, 2005 through October 28, 2007, we initially estimated
      that we would incur approximately $300,000 in expenses for legal, accounting
      and
      other expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination and preparation of a proxy statement,
      an
      aggregate of $180,000 for the administrative fees payable to Platinum Partners
      Value Arbitrage, L.P. or other designated parties (a total of $7,500 per month
      for two years), $100,000 for expenses for the due diligence and investigation
      of
      a target business, $50,000 of expenses in legal and accounting fees relating
      to
      our SEC reporting obligations and $358,000 for general working capital that
      will
      be used for miscellaneous expenses and reserves, including approximately $75,000
      for director and officer liability insurance premiums. Through September 30,
      2007, these expenses have been incurred and have increased substantially, and
      to
      the extent paid resulted in the Company’s cash position at




-19-


September
      30, 2007. Cash flow has been supplemented by proceeds of stockholder notes
      described above. Expenses attributable to the Acquisition incurred through
      September 30, 2007 amount to an aggregate of $2,141,902.




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




TEC
      and
      Guaranty Bank, FSB, a federal savings bank (the “Lender”), entered into a Credit
      Agreement dated June 8, 2005 as amended by a First Amendment to Credit Agreement
      dated October 21, 2005 and as further amended by Waiver and Second Amendment
      to
      Credit Agreement dated February 15, 2006 (the “Credit Agreement”). The
      availability under this revolving line of credit was initially in the principal
      amount of $23.0 million. The funds available to TEC under this revolving line
      of
      credit facility are limited to the amount of the borrowing base established
      by
      the bank from time to time and are secured by TEC’s oil and gas properties. The
      revolving line of credit bears interest at either the bank’s base rate or LIBOR,
      plus a margin which varies with the ratio of TEC’s outstanding borrowings to a
      defined borrowing base. There are financial and non-financial covenants in
      TEC’s
      credit agreement with its bank, including working capital and debt service
      coverage ratio covenants, as well as covenants limiting TEC’s ability to incur
      additional debt other than trade debt. Pursuant to the terms of the revolving
      line of credit facility, TEC and the bank review TEC’s available reserves at
      least twice per year, or more often if either party so requests, and on this
      basis redetermines the borrowing base under the facility. If at any time the
      borrowing base is less than the amount of outstanding indebtedness, TEC is
      required to pledge additional collateral or prepay the excess.




See
      Platinum’s Definitive Proxy Statement filed with the SEC on October 17, 2007 in
      the section entitled “Tandem’s Management’s Discussion and Analysis of Financial
      Conditions and Results of Operations - Liquidity and Capital Resources -
      Financing” beginning on page 131 and such disclosure is incorporated herein by
      reference.





In
      connection with the Acquisition, TEC assigned its rights and obligations under
      the Credit Agreement to PER. An Assignment, Waiver and Third Amendment to Credit
      Agreement (the “Third Amendment”) was made and entered into effective as of
      October 26, 2007 among TEC, PER and the Lender. Pursuant to the Third Amendment,
      a new borrowing base was set at $5,000,000. All other material terms of the
      Credit Agreement remain unchanged.





All
      outstanding borrowings under the Credit Agreement were paid off at the closing
      of the Acquisition. Accordingly there are currently no outstanding borrowings
      under the Credit Agreement.





Upon
      the
      consummation of the Acquisition, the net proceeds of the trust account
      approximating $112,000,000 was applied as follows:




Retained
                  for shareholders exercising rescission rights
              
              $
              14,057,199Payment
                  of TEC indebtedness including interest
              
              
              41,704,635Shareholder
                  Notes, including interest
              
              
              1,125,606Lance
                  Duncan - finders fee
              
              
              3,000,000Transaction
                  costs (legal, accounting, other)
              
              
              1,704,10161,591,541Available
                  cash to Platinum
              
              
              50,408,459Total
              
              $
              112,000,000


-20-




Effective
      on November 1, 2007, we announced that the board of directors has established
      a
      plan in conformity with the provisions of Rules 10b5-1 to purchase up to
      2,000,000 shares of Platinum common stock in open market transactions during
      the
      month of November, subject to the broker, volume, price and timing restrictions
      of Rule 10b-18 under the Securities Exchange Act of 1934. The Company will
      finance the share repurchase program with available cash. This plan constitutes
      the initial stage of the repurchase program approved by the board in November
      2006 to repurchase shares of common stock in an amount up to $80 million. In
      the
      period from November 1 through November 8, 2007, we have purchased 484,950
      shares of our common stock for a total purchase price of $ 3,676,799 (excluding
      commissions).




As
      part of our overall business strategy, we intend to
      continuously seek potential strategic acquisition and investment opportunities
      that complement our existing business.




**Off-Balance
      Sheet Arrangements**




As
      of
      September 30, 2007, we did not have any off-balance sheet arrangements as
      defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
      Exchange Act of 1934.




**Contractual
      Obligations and Commitments**




In
      February 2006, we entered into a sublease arrangement for office space located
      in Montvale, New Jersey. The term of the sublease commenced on March 1, 2006
      and
      expires February 28, 2009. Gross rent, including annual escalations and electric
      charges, is approximately $20,000 for each year of the three year lease term.
      In
      2007, the parties to this arrangement modified its terms, converting the
      arrangement to a month-to-month rental for reduced space. The monthly rental
      payment under this arrangement has bee reduced to $825.




**Critical
      Accounting Policies**




*Use
      of Estimates* .
      The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.




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




-21-




**Item
      3.****Quantitative
      and Qualitative Disclosures About Market Risk.**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. As of September 30, 2007, we were not engaged in any substantive
      commercial business. Accordingly, as of September 30, 2007, we were not exposed
      to risks associated with foreign exchange rates, commodity prices, equity prices
      or other market-driven rates or prices. The net proceeds of our IPO held in
      the
      trust fund have been invested only in money market funds meeting certain
      conditions under Rule 2a-7 promulgated under the Investment Company Act of
      1940.
      Given our limited risk in our exposure to money market funds, we do not view
      the
      interest rate risk to be significant.




**Item
      4.****Controls
      and Procedures.**




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




The
      Company, under the supervision of our principal executive officer and principal
      financial officer, carried out an evaluation of the effectiveness of the design
      and operation of its disclosure controls and procedures as of September 30,
      2007. Based upon that evaluation, management, including our principal executive
      officer and principal financial officer, concluded that the Company’s disclosure
      controls and procedures were effective in alerting it in a timely manner to
      information relating to the Company required to be disclosed in this
      report.




During
      the three months ended September 30, 2007, there have been no significant
      changes in our internal controls over financial reporting that have materially
      affected or are reasonably likely to materially affect our internal controls
      over financial reporting.




-22-




**OTHER
      INFORMATION**




**Item
      1.****Legal
      Proceedings.**




None .




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




The
      following is an update of the risk factors set forth in the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2006.  There have
      otherwise been no material changes in our risk factors from the information
      provided in Item 1A. Risk Factors.




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




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






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




•
Tandem
      has been informed of a claim of ownership of 2.7 million shares of Tandem common
      stock. Such claim could result in a successor liability claim against Platinum.
      These shares are not included in the outstanding shares of Tandem.




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




•
The
      Securities and Exchange Commission has taken the position that promoters or
      affiliates of a blank check company and their transferees, both before and
      after
      a business combination, would act as an “underwriter” under the Securities Act
      when reselling the securities of a blank check




-23-




company.
      Accordingly, the Securities and Exchange Commission believes that those
      securities can be resold only through a registered offering. Claims may be
      made
      that certain persons who have sold shares of Tandem common stock may have been
      considered promoters or affiliates of Tandem and thus may have sold shares
      in
      violation of this position. In that event, Platinum potentially could be subject
      to a successor liability claim to the extent that any liability was imposed
      upon
      Tandem as a result.




•
Lance
      Duncan played a key role in connection with the acquisition by Tandem of the
      stock of TEC and the assets of Shamrock. It is possible that a court could
      determine that Mr. Duncan acted as an unlicensed broker-dealer in connection
      with such transactions. In that event, Platinum potentially could be subject
      to
      a successor liability claim to the extent that any liability was imposed upon
      Tandem as a result.




•
Tandem
      has been unsuccessful in its efforts to locate corporate records and other
      material agreements and documents relating to itself and its predecessors in
      name for periods prior to mid-March 2005. As a result, no assurance can be
      given
      that certain actions taken with respect to Tandem were authorized by the
      necessary corporate action on the part of Tandem’s board of directors and its
      shareholders. Further, no assurance can be given that additional shares had
      not
      been issued by Tandem’s predecessors in name and that therefore Tandem’s current
      capitalization is accurate. If theoretically all of 50,000,000 authorized shares
      of common stock of Pacific Medical Group (Tandem’s immediate predecessor in
      name) were issued and outstanding, there would be an additional 83,678 shares
      (post 1: 500 stock split) of Tandem common stock currently outstanding and
      Platinum could be subject to a successor liability claim for up to approximately
      $212,000 to the extent that the holders of the additional shares do not receive
      their full proportion of the Platinum Common Stock distributed to shareholders
      upon the liquidation and dissolution of Tandem. Platinum potentially also could
      be subject to substantially higher successor liability claims for other actions
      of the predecessors to Tandem’s current management that were not properly
      authorized and implemented, including any shares that Messrs. Ronald G. Williams
      or Lyle Mortensen may claim to have acquired in connection with the acquisition
      of Pacific Medical Group that were not disclosed to Tandem and thus not
      presently reflected in the shares currently outstanding.




•
Prior
      to its acquisition of TEC, Mr. Williams claims to have acquired control of
      Pacific Medical Group from Mr. John Karlsson. Tandem has also been unsuccessful
      in its efforts to obtain documentation relating to such acquisition and, as
      such, has not been able to determine the amount or percentage of the outstanding
      shares of Pacific Medical Group that Mr. Williams acquired. Platinum could
      be
      subject to potential successor liability claims to the extent that Mr. Williams
      did not properly acquire control of Pacific Medical Group and did not have
      proper authority to enter into the transactions with TEC.




We
      did
      not receive a legal opinion relating to Tandem’s capitalization or corporate
      actions in connection with the closing of the Acquisition. Given the uncertainty
      regarding Tandem’s prior corporate history, the lack of corporate documentation,
      claims of share ownership and other related concerns, Tandem’s legal counsel was
      unwilling to render such an opinion. Accordingly, we did not have a legal
      opinion to support the representations and warranties of Tandem contained in
      the
      Asset Acquisition Agreement regarding these matters.




***Our
      stockholders may have securities law claims against us for rescission or
      damages.***




In
      our
      IPO prospectus we disclosed that our directors and officers may purchase shares
      of Platinum common stock as part of the IPO or thereafter in the open market,
      although, at the time, they had no intention to do so. Such disclosure did
      not
      indicate the intent, purpose or effect of any such purchases, nor did it
      explicitly state that private purchases may be made. Braesridge Energy LLC,
      an
      affiliate of one of our officers and directors made open market and private
      purchases of our shares of common stock prior to the special meeting during
      a
      period when it was not aware of any material nonpublic information




-24-




regarding
      Platinum. In connection with its private purchases, Braesridge took into
      consideration whether the prospective seller had indicated an intention to
      vote
      against the Acquisition. Braesridge voted all of such shares in favor of the
      Acquisition.




The
      purchases of common stock by Braesridge may have impacted the stockholder vote
      in favor of the Acquisition. In open market purchases, Braesridge may have
      purchased common stock from stockholders who (unknown to Braesridge) may have
      otherwise voted against the Acquisition. In private transactions with large
      block holders, Braesridge bought common stock from stockholders who may have
      intended to vote against the Acquisition. Further, these block holders may,
      together, have owned more than 20% of the outstanding shares of Platinum common
      stock issued in the IPO or 2,880,000 shares. Accordingly, such purchases made
      it
      more likely — but not assured - that: (i) a majority of shares were voted in
      favor of the Acquisition, and (ii) that the 20% threshold of stockholders that
      were necessary to have exercised their conversion rights in order to defeat
      the
      Acquisition and cause the liquidation of the Company would not have been
      reached.




To
      the
      extent a court was to find that the failure of our IPO prospectus to disclose
      the intent, purpose or effect of any such purchases constitutes a material
      omission for securities laws purposes, our stockholders may have securities
      law
      claims against us for rescission (under which a successful claimant would have
      the right to receive the total amount paid for his or her shares, plus interest
      and less any income earned on the shares, in exchange for surrender of the
      shares) or damages (compensation for loss on an investment caused by alleged
      material misrepresentations or omissions in the sale of the security). Such
      claims might entitle plaintiff stockholders to up to $8.00 per share of common
      stock, based on the initial offering price of the public units comprised of
      stock and warrants, less any amount received from the sale of the original
      warrants purchased with the stock and plus interest from the date of our IPO.
      A
      successful claimant for damages under federal or state law could be awarded
      an
      amount to compensate for the decrease in value of his or her shares caused
      by
      the alleged violation (including, possibly, punitive damages), together with
      interest, while retaining the shares.




***We
      may not have provided sufficient notice to stockholders prior to the special
      stockholder meeting under Delaware General Corporation Law.***




The
      Company believes that it has provided to its stockholders the sole requisite
      notice of its special meeting of stockholders held on October 26, 2007 under
      Delaware law in accordance with Section 222 of Delaware General Corporation
      Law.
      Section 271 of the Delaware General Corporation Law requires a corporation
      to
      obtain the approval of the holders of a majority of the outstanding stock of
      a
      corporation to sell, lease or exchange all or substantially all of its property
      and assets, at a meeting duly called upon 20 days notice. The determination
      of
      whether a transaction constitutes a sale of all or substantially all of the
      assets of a company so as to trigger Section 271 is highly factual. To the
      extent a court in litigation were to conclude that the Acquisition was deemed
      to
      be a sale, lease or exchange of all or substantially all of the property and
      assets of Platinum and therefore subject to Section 271 of the Delaware General
      Corporation Law, Platinum would not have provided sufficient notice prior to
      the
      special stockholders meeting. In that event, a stockholder could make a claim
      for damages.




**Item
      2.****Unregistered
      Sales of Equity Securities and Use of Proceeds.**




None.




**Item
      3.****Defaults
      Upon Senior Securities.**




None.




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




None.




-25-




**Item
      5.****Other
      Information.**




None .




**Item
      6.****Exhibits.**




31.1
            Section
                302 Certification of Principal Executive
                Officer




31.2
            Section
                302 Certification of Principal Financial
                Officer




32.1
            Section
                906 Certification








**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




**PLATINUM
              ENERGY RESOURCES, INC.**Date: November
              14, 2007
            By:
            /s/ Barry
              KostinerBarry
                Kostiner
              Chief Executive
                Officer




-26-