**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 March 31, 2008




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**
            
            **07645**(Address
                of principal executive offices)
            
            (Zip
                Code)




(845)
      323-0434


(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 o No x





As
      of
      April 30, 2008, 22,070,762 shares of the registrant’s common stock, par value
      $0.0001 per share, were outstanding.







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


**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
            22Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            30Item
                4.
            Controls
                and Procedures
            31PART
                II- OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            32Item
                1A.
            Risk
                Factors
            32Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            32Item
                3.
            Defaults
                Upon Senior Securities
            32Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            32Item
                5.
            Other
                Information
            32Item
                6.
            Exhibits
            33Signatures
            36









**FINANCIAL
      INFORMATION**




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


PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARIESCONDENSED
                  CONSOLIDATED BALANCE SHEETSMarch
                  31,
              
              December
                  31,2008
              
              2007(Unaudited)
              
              *ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              15,061,586
              
              $
              16,429,619Accounts
                  receivable, netOil
                  and gas sales
              
              
              4,382,657
              
              
              2,619,363Affililiates
                  and other
              
              
              586,034
              
              
              668,216Inventory
              
              
              152,932
              
              
              88,556Prepaid
                  expenses and other current assets
              
              
              835,617
              
              
              299,445Total
                  Current Assets
              
              
              21,018,826
              
              
              20,105,199Property
                  and equipment, at costOil
                  and gas properties, full cost method
              
              
              180,713,481
              
              
              170,571,663Other
              
              
              3,706,676
              
              
              3,293,108Less
                  accumulated depreciation, depletion and amortization
              
              
              (3,297,507
              )
              
              (1,253,026
              )Property
                  and equipment, net
              
              
              181,122,650
              
              
              172,611,745Other
                  assetsFair
                  value of commodity derivatives
              
              
              807,750
              
              
              73,446Advance
                  payment and costs, acquisition transactions
              
              
              218,870
              
              
              2,522,639Covenant
                  not to compete, net
              
              
              357,356
              
              
              376,164Real
                  estate held for development
              
              
              2,700,000
              
              
              2,700,000Total
                  Assets
              
              $
              206,225,452
              
              $
              198,389,193LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payableTrade
              
              $
              2,425,547
              
              $
              1,132,725Oil
                  and gas sales
              
              
              1,462,200
              
              
              1,074,222Fair
                  value of commodity derivatives
              
              
              3,804,669
              
              
              3,116,542Asset
                  retirement obligation - current
              
              
              186,545
              
              
              186,545Accrued
                  liabilities and other
              
              
              413,445
              
              
              181,430Income
                  taxes payable
              
              
              101,960
              
              
              254,960Acquisition
                  note payable - current portion
              
              
              300,000
              
              
              --Total
                  Current Liabilities
              
              
              8,694,366
              
              
              5,946,424Revolving
                  bank line of credit
              
              
              5,508,767
              
              
              --Acquisition
                  note payable
              
              
              250,000
              
              
              --Asset
                  retirement obligation
              
              
              3,720,161
              
              
              3,390,094Deferred
                  income taxes
              
              
              48,085,215
              
              
              48,085,21557,564,143
              
              
              51,475,309COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITYPreferred
                  stock, $.0001 par value, 1,000,000 authorized, 0 issued
              
              
              --
              
              
              --Common
                  stock, $.0001 par value; 75,000,000 shares authorized; 24,068,675
                  issued;
                  22,070,762 outstanding
              
              
              2,407
              
              
              2,407Additional
                  paid-in capital
              
              
              155,064,142
              
              
              155,064,142Retained
                  earnings
              
              
              561,858
              
              
              1,562,375Treasury
                  stock - 1,997,913 shares
              
              
              (15,661,464
              )
              
              (15,661,464
              )Total
                  Stockholders' Equity
              
              
              139,966,943
              
              
              140,967,460Total
                  Liabilities and Stockholders' Equity
              
              $
              206,225,452
              
              $
              198,389,193


*
        Condensed from audited consolidated financial statements
  See
        notes to condensed consolidated fianncial
        statements





1




PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONSThree
                  Months Ended March 31,2008
              
              2007(Unaudited)RevenuesOil
                  and Gas Sales
              
              $
              7,134,804
              
              $
              --Costs
                  and expensesLease
                  and other operating expense
              
              
              2,456,306
              
              
              --Marketing,
                  general and administrative expense
              
              
              1,731,827
              
              
              154,991Depreciation,
                  depletion and amortization expense
              
              
              2,063,289
              
              
              --Accretion
                  of asset retirement obligations
              
              
              61,669
              
              
              --Total
                  costs and expenses
              
              
              6,313,091
              
              
              154,991Operating
                  income (loss)
              
              
              821,713
              
              
              (154,991
              )OTHER
                  INCOME (EXPENSES)Interest
                  income, net of interest allocated to common stock subject to possible
                  redemption of $0 and $177,120, respectively
              
              
              104,387
              
              
              708,925Interest
                  expense
              
              
              (13,805
              )
              
              (18,069
              )Loss
                  on commodity derivatives, including realized loss of
                  1,073,535
              
              
              (2,035,923
              )
              
              --Other
              
              
              69,111
              
              
              --Total
                  other income (expense)
              
              
              (1,876,230
              )
              
              690,856Income
                  (Loss) Before Income Taxes
              
              
              (1,054,517
              )
              
              535,865Provision
                  (Benefit) For Income Taxes
              
              
              (54,000
              )
              
              38,000Net
                  Income (Loss)
              
              $
              (1,000,517
              )
              $
              497,865WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES:Basic
              
              
              22,070,762
              
              
              15,121,440Diluted
              
              
              22,070,762
              
              
              17,731,897NET
                  INCOME (LOSS) PER COMMON SHARE:Basic
              
              $
              (0.05
              )
              $
              0.03Diluted
              
              $
              (0.05
              )
              $
              0.03




*See
      notes to condensed consolidated financial statements*


2




PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYThree
                    Months Ended March 31, 2008(Unaudited)Common
                  Stock
              
              Additional
                  Paid-in
              
              Retained
              
              Treaury
                  Stock
              
              Total
                  Stockholders'Shares
              
              Amount
              
              Capital
              
              Earnings
              
              Shares
              
              Amount
              
              EquityBalance
                  at January 1, 2008
              
              
              24,068,675
              
              $
              2,407
              
              $
              155,064,142
              
              $
              1,562,375
              
              
              (1,997,913
              )
              $
              (15,661,464
              )
              $
              140,967,460Net
                  loss for the three months ended March 31, 2008
              
              
              --
              
              
              --
              
              
              --
              
              
              (1,000,517
              )
              
              --
              
              
              --
              
              
              (1,000,517
              )Balance
                  at March 31, 2008
              
              
              24,068,675
              
              $
              2,407
              
              $
              155,064,142
              
              $
              561,858
              
              
              (1,997,913
              )
              $
              (15,661,464
              )
              $
              139,966,943





*See
      notes to condensed consolidated financial statements*





3


PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three
                  Months Ended March 31,2008
              
              2007Cash
                  Flows From Operating ActivitiesNet
                  income (loss)
              
              $
              (1,000,517
              )
              $
              497,865Adjustments
                  to reconcile net income (loss) to net cash provided by operating
                  activities:Depreciation,
                  depletion and amortization
              
              
              2,044,481
              
              
              --Accretion
                  of asset retirement obligation
              
              
              61,669
              
              
              --Amortization/writeoff
                  of bank loan fees
              
              
              18,808
              
              
              --Change
                  in fair value of derivatives
              
              
              2,035,923
              
              
              --Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (1,681,112
              )
              
              --Inventory
              
              
              (64,376
              )
              
              --Prepaid
                  expenses and other current assets
              
              
              (536,172
              )
              
              24,186Accounts
                  payable
              
              
              1,680,801
              
              
              (78,865
              )Accrued
                  liabilities and other
              
              
              232,014
              
              
              --Due
                  to related party
              
              
              --
              
              
              22,500Income
                  taxes payable - State
              
              
              (153,000
              )
              
              38,000Commodity
                  derivatives
              
              
              (2,082,100
              )
              
              --Net
                  cash provided by operating activities
              
              
              556,419
              
              
              503,686Cash
                  Flows From Investing ActivitiesAdditions
                  to property and equipment
              
              
              (3,747,849
              )
              
              --Acquistion
                  of businesses - oil and gas properties
              
              
              (5,989,139
              )
              
              --Advance
                  payment and costs, Pleasanton transaction
              
              
              2,303,769
              
              
              --Deposits
                  to cash and cash equivalents held in trust fund
              
              
              --
              
              
              (886,045
              )Deferred
                  acquistion costs
              
              
              --
              
              
              (54,569
              )Net
                  cash used in investing activities
              
              
              (7,433,219
              )
              
              (940,614
              )Cash
                  Flows From Financing ActivitiesProceeds
                  of revolving credit facility
              
              
              5,508,767
              
              
              --Interest
                  on cash held in trust allocated to common stock subject to possible
                  redemption
              
              
              --
              
              
              177,120Proceeds
                  from notes payable-stockholder
              
              
              --
              
              
              260,000Net
                  cash provided by financing activities
              
              
              5,508,767
              
              
              437,120Net
                  Increase (Decrease) in Cash
              
              
              (1,368,033
              )
              
              192Cash
                  - Beginning of the Period
              
              
              16,429,619
              
              
              --Cash
                  - End of Period
              
              $
              15,061,586
              
              $
              192SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              13,805
              
              $
              2,693Income
                  taxes - State
              
              $
              99,000
              
              $
              17,140Non-Cash
                  Investing and Financing Activities:Acquisition
                  of oil and gas property - Pleasanton
              
              $
              550,000
              
              $
              --Issuance
                  of notes payable - Pleasanton acquisition
              
              $
              550,000
              
              $
              --


*See
      notes to condensed consolidated financial statements*


4


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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      1 - Organization, Business and Operations and Basis of
      Presentation**




Platinum
      Energy Resources, Inc. and subsidiaries (the “Company” or “Platinum”) was
      incorporated in Delaware on April 25, 2005 as a blank check company for the
      purpose of effecting a business combination with an unidentified operating
      business in the global oil and gas Exploration & Production (“E&P”)
      industry. In October 2007, the Company acquired substantially all of the
      assets and assumed all of the liabilities of Tandem Energy Corporation
      (which is sometimes referred to herein as “TEC”) described in Note 4 below.
      Prior to the TEC transactions, the Company had no operations other than
      conducting an initial public offering and seeking a business
      combination.





Currently
      the Company is an independent oil and gas exploration and production company.
      It
      has approximately 37,000 acres under lease in relatively long-lived fields
      with
      well-established production histories, 21,000 of which were acquired as part
      of
      the TEC acquisition. The Company’s properties are concentrated primarily in the
      Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico and the
      Fort Worth Basin in Texas.





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America (“GAAP”) for interim financial statements and the
      instructions to Form 10-Q. Accordingly, the financial statements do not include
      all of the information and footnotes required by GAAP for complete financial
      statements. In the opinion of management, all adjustments considered necessary
      for a fair presentation have been included and such adjustments are of a normal
      recurring nature. These condensed consolidated financial statements should
      be
      read in conjunction with the consolidated financial statements for the year
      ended December 31, 2007 and notes thereto of Platinum Energy Resources, Inc
      (the “Company” or “Platinum”) included in the Annual Report on Form 10-K for the
      fiscal year ended December 31, 2007. The results of operations for the
      three months ended March 31, 2008 are not necessarily indicative of the results
      for the full fiscal year ending December 31, 2008.




**Note
      2 — Summary of Significant Accounting Policies**




*Principles
      of Consolidation*




The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries. All material intercompany balances and transactions
      have been eliminated.




*Estimates
      and Assumptions*




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 the disclosure of contingent assets and liabilities as of 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. The accounting policy most affected by management’s estimates and
      assumptions is the reliance on estimates of proved reserves to compute the
      provision for depreciation, depletion and amortization (“DD&A”), and the
      determination of any impairment of long-lived assets.




*Oil
      and Gas Properties*




The
      Company uses the full cost method of accounting for exploration and development
      activities as defined by the Securities and Exchange Commission (“SEC”). Under
      this method of accounting, the costs of unsuccessful, as well as successful,
      exploration and development activities are capitalized as properties and
      equipment. This includes any internal costs that are directly related to
      exploration and development activities but does not include any costs related
      to
      production, general corporate overhead or similar activities. Gain or loss
      on
      the sale or other disposition of oil and gas properties is not recognized,
      unless the gain or loss would significantly alter the relationship between
      capitalized costs and proved reserves of oil and natural gas attributable to
      a
      country. The Company has defined a cost center by country. Currently, all of
      the
      Company’s oil and gas properties are located within the continental United
      States.


5


**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      2 — Summary of Significant Accounting Policies -
      continued**




*Oil
      and Gas Properties *- continued**




Properties
      and equipment may include costs that are excluded from costs being depreciated
      or amortized. Oil and gas costs excluded represent investments in unproved
      properties and major development projects in which the Company owns a direct
      interest. These unproved property costs include nonproducing leasehold,
      geological and geophysical costs associated with leasehold or drilling interests
      and exploration drilling costs. All costs excluded are reviewed at least
      quarterly to determine if impairment has occurred. The amount of any impairment
      is transferred to the capitalized costs being amortized in the DD&A
      pool.




*Depreciation,
      Depletion and Amortization*




The
      depreciable base for oil and gas properties includes the sum of capitalized
      costs net of accumulated DD&A, estimated future development costs and asset
      retirement costs not accrued in oil and gas properties, less costs excluded
      from
      amortization and salvage. The depreciable base of oil and gas properties and
      mineral investments are amortized using the unit-of-production method based
      on
      total proved oil and gas reserves. Properties and equipment carrying values
      do
      not purport to represent replacement or market values.




*Proved
      Oil and Gas Reserves*




In
      accordance with Rule 4-10(a) of SEC Regulation S-X, proved oil and gas reserves
      are the estimated quantities of crude oil, natural gas, and natural gas liquids
      which geological and engineering data demonstrate with reasonable certainty
      to
      be recoverable in future years from known reservoirs under existing economic
      and
      operating conditions, i.e., prices and costs as of the date the estimate is
      made. Prices include consideration of changes in existing prices provided only
      by contractual arrangements, but not on escalation based upon future
      conditions.




(i)
            Reservoirs
                are considered proved if economic producibility is supported by either
                actual production or conclusive formation tests. The area of a reservoir
                considered proved includes (A) that portion delineated by drilling
                and
                defined by gas-oil and/or oil-water contacts, if any; and (B) the
                immediately adjoining portions not yet drilled, but which can be
                reasonably judged as economically productive on the basis of available
                geological and engineering data. In the absence of information on
                fluid
                contacts, the lowest known structural occurrence of hydrocarbons
                controls
                the lower proved limit of the
                reservoir.




(ii)
            Reserves
                which can be produced economically through application of improved
                recovery techniques (such as fluid injection) are included in the
“proved”
                classification when successful testing by a pilot project, or the
                operation of an installed program in the reservoir, provides support
                for
                the engineering analysis on which the project or program was
                based.




(iii)
            Estimates
                of proved reserves do not include the
                following:




(A)
            oil
                that may become available from known reservoirs but is classified
                separately as “indicated additional reserves”;(B)
            crude
                oil, natural gas, and natural gas liquids, the recovery of which
                is
                subject to reasonable doubt because of uncertainty as to geology,
                reservoir characteristics, or economic
                factors;




(C)
            crude
                oil, natural gas, and natural gas liquids, that may occur in undrilled
                prospects; and




(D)
            crude
                oil, natural gas, and natural gas liquids, that may be recovered
                from oil
                shales, coal, gilsonite and other such
                sources.




6


**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      2 — Summary of Significant Accounting Policies - continued**




*Ceiling
      Test*




Under
      the
      full cost method of accounting, a ceiling test is performed each quarter. The
      full cost ceiling test is an impairment test prescribed by SEC Regulation S-X
      Rule 4-10. The ceiling test determines a limit, on a country-by-country basis,
      on the book value of oil and gas properties. Currently, all of the Company’s
      operations are located in the United States. The capitalized costs of proved
      oil
      and gas properties, net of accumulated DD&A and the related deferred income
      taxes, may not exceed the estimated future net cash flows from proved oil and
      gas reserves, excluding future cash outflows associated with settling asset
      retirement obligations that have been accrued on the balance sheet, generally
      using prices in effect at the end of the period held flat for the life of
      production and including the effect of derivative instruments that qualify
      as
      cash flow hedges, discounted at 10%, net of related tax effects, plus the cost
      of unevaluated properties and major development projects excluded from the
      costs
      being amortized. If capitalized costs exceed this limit, the excess is charged
      to expense and reflected as additional accumulated DD&A.




*Asset
      Retirement Obligation*




The
      Company follows the provisions of Statement of Financial Accounting Standards
      (“SFAS”) No. 143, *Accounting
      for Asset Retirement Obligations.* SFAS
      No. 143 requires the Company to recognize a liability for the present value
      of all legal obligations associated with the retirement of tangible, long-lived
      assets and capitalize an equal amount as a cost of the asset. The cost of the
      abandonment obligations, less estimated salvage values, is included in the
      computation of depreciation, depletion and amortization.




*Income
      Taxes*




The
      Company follows the asset and liability method prescribed by SFAS No. 109, *Accounting
      for Income Taxes (“SFAS 109”).* Under
      this method of accounting for income taxes, deferred tax assets and liabilities
      are recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and liabilities
      are measured using enacted tax rates expected to apply to taxable income in
      the
      years in which those temporary differences are expected to be recovered or
      settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities
      of a change in enacted tax rates is recognized in income in the period that
      includes the enactment date.





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board 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 SFAS 109, 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, 2008. The evaluation was performed for the tax period April 25
      (inception) to December 31, 2005 and for the years ended December 31, 2006
      and
      2007, the tax years which remain subject to examination for Federal and New
      Jersey State purposes as of March 31 2008.





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.


7


**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      2 — Summary of Significant Accounting Policies - continued**





*Non-Employee
      Stock Based Compensation*  **




The
      Company accounts for equity instruments issued to non-employees in accordance
      with the provisions of SFAS No. 123(R) and Emerging Issues Task Force
      (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That are
      Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
      Goods or Services,” (“EITF 96-18”) which requires that such equity instruments
      be recorded at their fair value on the measurement date. The measurement of
      stock-based compensation is subject to periodic adjustment as the underlying
      equity instrument vests. No such instruments were issued in 2007 and 2008.
      In
      October 2007, the Company issued 178,572 shares of its common stock in
      connection with a consulting agreement as described in Note 5(d).





*Income
      (Loss) Per Share*




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





Reconciliations
      between the numerators and denominators of the Basic and Diluted EPS
      computations for earnings (loss) for each period are as follows.





Three
                Months Ended March 31, 2008Net
                Income
              (Loss)
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share
              Amounts**Basic
                EPS**Net
                Loss
            
            $
            (1,000,517
            )
            
            22,070,762
            
            $
            (0.05
            )**Effect
                of Dilutive Securities**Warrants
            
            
            —
            
            
            —
            
            
            —Net
                loss attributable to common stock
            
            $
            (1,000,517
            )
            
            22,070,762
            
            $
            (0.05
            )







Three
                Months Ended March 31, 2007Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share
              Amounts**Basic
                EPS**Net
                Income
            
            $
            497,865
            
            
            15,121,440
            
            $
            0.03**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,610,451
            
            $
            —Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            497,865
            
            
            17,731,891
            
            $
            0.03




8




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      2 — Summary of Significant Accounting Policies - continued**





*Income
      (Loss) Per Share, continued*





In
      2007,
      for the period prior to the October 26, 2007 TEC acquisition, common shares
      subject to possible conversion of 2,878,560 were excluded from the calculation
      of Basic EPS since such shares if redeemed, would only participate in their
      Pro-Rata share of the trust asset earnings. In this acquisition, 1,802,205
      were
      actually converted and redeemed. Subsequent to the date of the TEC acquistion
      transaction, the remainder of 1,076,355 common shares subject to conversion
      but
      which were not redeemed (and thus remain outstanding), were included in the
      determination of weighted average number of common shares outstanding for the
      three months ended March 31, 2008. The Company has determined that the Warrants
      contained in the Units sold in its IPO are dilutive for the 2007 period, and
      accordingly included the effects of the Warrants in Diluted EPS using the
      Treasury Stock Method in this period. The Company has determined that their
      inclusion in 2008 would be antidilutive and thus excluded the effects of the
      Warrants in this period. 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 all periods.





*Environmental
      Expenditures*




The
      Company is subject to extensive federal, state and local environmental laws
      and
      regulations. These laws regulate the discharge of materials into the environment
      and may require the Company to remove or mitigate the environmental effects
      of
      the disposal or release of petroleum or chemical substances at various sites.
      Environmental expenditures are expensed or capitalized depending on their future
      economic benefit. Expenditures that relate to an existing condition caused
      by
      past operations and that have no future economic benefits are
      expensed.





Liabilities
      for expenditures of a non-capital nature are recorded when environmental
      assessment and/or remediation is probable, and the costs can be reasonably
      estimated. Such liabilities are generally undiscounted unless the timing of
      cash
      payments for the liability or component is fixed or reliably
      determinable.




*Hedging
      Activities*




From
      time
      to time, the Company may utilize derivative instruments, consisting of swaps,
      floors and collars, to attempt to reduce its exposure to changes in commodity
      prices and interest rates. The Company accounts for its derivatives in
      accordance with SFAS No. 133, *Accounting
      for Derivative Instruments and Hedging Activities,* as
      amended. SFAS No. 133 requires that all derivative instruments be
      recognized as assets or liabilities in the balance sheet, measured at fair
      value. The accounting for changes in the fair value of a derivative depends
      on
      both the intended purpose and the formal designation of the derivative.
      Designation is established at the inception of a derivative, but subsequent
      changes to the designation are permitted. The Company has elected not to
      designate any of its derivative financial contracts as accounting hedges and,
      accordingly, has accounted for these derivative financial contracts using
      mark-to-market accounting. Changes in fair value of derivative instruments
      which
      are not designated as cash flow hedges are recorded in other income (expense)
      as
      changes in fair value of derivatives.




*Real
      Estate Held for Development*




The
      Company’s real estate held for development was recorded at fair market value
      when the Company completed its purchase of the assets of Tandem Energy
      Corporation on October 26, 2007 and relates to approximately 41 acres of
      undeveloped land located near Tomball, Texas.


9




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      2 — Summary of Significant Accounting Policies - continued**




*Revenue
      Recognition and Gas Balancing*




The
      Company utilizes the sales method of accounting for oil, natural gas and natural
      gas liquids revenues whereby revenues, net of royalties, are recognized as
      the
      production is sold to purchasers. The amount of gas sold may differ from the
      amount to which the Company is entitled based on its revenue interests in the
      properties. The Company did not have any significant gas imbalance positions
      at
      March 31, 2008 and December 31, 2007.




*Comprehensive
      Income*




SFAS
      No.
      130, *Reporting
      Comprehensive Income,* established standards for reporting and displaying comprehensive income and
      its
      components (revenue, expenses, gains and losses) in a full set of
      general-purpose financial statements. There were no differences between net
      income and comprehensive income.




*Accounts
      Receivable and Allowance for Doubtful Accounts*




The
      Company’s trade receivables consist primarily of receivables from non-operators
      who own an interest in properties which the Company operates, and trade
      receivables associated with the operations of the Company’s wholly owned
      subsidiary, Red Iron Tool, Inc. Insofar as the receivables relate to oil and
      gas
      trade receivables, the Company has the ability and the right to withhold oil
      and
      gas revenues from any owner who is delinquent in their payments.





*Recent
      Accounting Pronouncements*




In
      September 2006, the Financial Accounting Standards Board (FASB) issued SFAS
      No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a single
      definition of fair value and a framework for measuring fair value, sets out
      a
      fair value hierarchy to be used to classify the source of information used
      in
      fair value measurements, and requires new disclosures of assets and liabilities
      measured at fair value based on their level in the hierarchy. This statement
      applies under other accounting pronouncements that require or permit fair value
      measurements. In February 2008, the FASB issued Staff Positions (FSPs)
      No. 157-1 and No. 157-2, which, respectively, remove leasing
      transactions from the scope of SFAS No. 157 and defer its effective date
      for one year relative to certain nonfinancial assets and liabilities. As a
      result, the application of the definition of fair value and related disclosures
      of SFAS No. 157 (as impacted by these two FSPs) was effective for the
      Company beginning January 1, 2008 on a prospective basis with respect to
      fair value measurements of (a) nonfinancial assets and liabilities that are
      recognized or disclosed at fair value in the Company’s financial statements on a
      recurring basis (at least annually) and (b) all financial assets and
      liabilities. This adoption did not have a material impact on the Company’s
      consolidated results of operations or financial condition. The remaining aspects
      of SFAS No. 157 for which the effective date was deferred under FSP
      No. 157-2 are currently being evaluated by the Company. Areas impacted by
      the deferral relate to nonfinancial assets and liabilities that are measured
      at
      fair value, but are recognized or disclosed at fair value on a nonrecurring
      basis. This deferral applies to such items as nonfinancial assets and
      liabilities initially measured at fair value in a business combination (but
      not
      measured at fair value in subsequent periods) or nonfinancial long-lived asset
      groups measured at fair value for an impairment assessment. The effects of
      these
      remaining aspects of SFAS No. 157 are to be applied to fair value
      measurements prospectively beginning January 1, 2009. The Company does not
      expect them to have a material impact on the Company’s consolidated results of
      operations or financial condition. Refer to Note 8 for disclosures required
      by
      this new pronouncement.





In
      February 2007, the FASB issued SFAS 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities, Including
      an
      Amendment of FASB Statement No. 115,* which
      will become effective on January 1, 2008. FAS 159 permits entities to
      measure eligible financial assets, financial liabilities and firm commitments
      at
      fair value. on an instrument-by-instrument basis, that are otherwise not
      permitted to be accounted for at fair value under other generally accepted
      accounting principles. The fair value measurement election is irrevocable and
      subsequent changes in fair value must be recorded in earnings.


10


**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      2 — Summary of Significant Accounting Policies - continued**





*Recent
      Accounting Pronouncements -continued*




In
      April 2007, the FASB issued FASB Staff Position FIN 39-1, *Amendment
      of FASB Interpretation No. 39* . FSP
      FIN 39-1 clarifies that a reporting entity that is party to a master netting
      arrangement can offset fair value amounts recognized for the right to reclaim
      cash collateral (a receivable) or the obligation to return cash collateral
      (a
      payable) against fair value amounts recognized for derivative instruments that
      have been offset under the same master netting arrangement. FSP FIN 39-1 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007.





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
      Combinations* (“SFAS
      141(R)”), which replaces FASB Statement No. 141. SFAS 141(R) establishes
      principles and requirements for how an acquirer recognizes and measures in
      its
      financial statements the identifiable assets acquired, the liabilities assumed,
      any non- controlling interest in the acquiree and the goodwill acquired. The
      Statement also establishes disclosure requirements that will enable users to
      evaluate the nature and financial effects of the business combination. SFAS
      141(R) is effective for acquisitions that occur in an entity’s fiscal year that
      begins after December 15, 2008.





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB
      No. 51.* SFAS 160
      requires that accounting and reporting for minority interests will be
      recharacterized as noncontrolling interests and classified as a component of
      equity. SFAS 160 also establishes reporting requirements that provide sufficient
      disclosures that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. SFAS 160 applies to
      all
      entities that prepare consolidated financial statements, except not-for-profit
      organizations, but will affect only those entities that have
      an
      outstanding noncontrolling interest in one or more subsidiaries or that
      deconsolidate a subsidiary. This statement is effective as of the beginning
      of
      an entity’s first fiscal year beginning after December 15,
      2008.





In
      March
      2008, the FASB issued Statement of Financial Accounting Standards No. 161,
      “Disclosures about Derivative Instruments and Hedging Activities—an amendment of
      FASB Statement No. 133” (“SFAS 161”). SFAS 161 changes the disclosure
      requirements for derivative instruments and hedging activities. Entities are
      required to provide enhanced disclosures about (a) how and why an entity uses
      derivative instruments, (b) how derivative instruments and related hedged items
      are accounted for under SFAS No. 133 and its related interpretations, and (c)
      how derivative instruments and related hedged items affect an entity’s financial
      position, financial performance and cash flows. The guidance in SFAS 161 is
      effective for financial statements issued for fiscal years and interim periods
      beginning after November 15, 2008, with early application encouraged. This
      Statement encourages, but does not require, comparative disclosures for earlier
      periods at initial adoption. At this time, management is evaluating the
      implications of SFAS 161 and its impact on the financial statements has not
      yet
      been determined.





**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 (“Warrants”). Each Warrant entitles the holder to purchase from
      the Company one share of common stock at an exercise price of $6.00 commencing
      on the later of the completion of a Business Combination with a target business
      or one year from the effective date of the Offering and expiring four years
      from
      the effective date of the Offering. The Warrants will be redeemable, in whole
      or
      in part, upon written consent of the representative of the underwriters, at
      a
      price of $0.01 per Warrant upon thirty (30) days notice after the Warrants
      become exercisable, only in the event that the last sale price of the common
      stock is at least $11.50 per share for any twenty (20) trading days within
      a
      thirty (30) trading day period ending on the third day prior to the date on
      which notice of redemption is given. Separate trading of the common stock and
      Warrants comprising the Units commenced on or about December 9,
      2005.


11




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**Note
        3 — Initial Public Offering - continued**
  In
        connection with the Offering, the Company issued an option (the “Units Purchase
        Option” or “UPO”), for $100.00, to the representative of the underwriters to
        purchase up to 720,000 Units at an exercise price of $10.00 per Unit. The
        Units
        issuable upon exercise of this option are identical to those described in
        the
        preceding paragraph, except that the warrants underlying the Units will be
        exercisable at $7.50 per share. This option is exercisable at $10.00 per
        Unit
        commencing on the later of the consummation of a Business Combination or
        one
        year from the date of the prospectus relating to the Offering (October 24,
        2005)
        and expiring five years from such date. The option may be exercised for cash
        or
        on a “cashless” basis, at the holder’s option, such that the holder may use the
        appreciated value of the option (the difference between the exercise prices
        of
        the option and the underlying Warrants and the market price of the Units
        and
        underlying securities) to exercise the option without the payment of any
        cash.
        The option and the 720,000 units, the 720,000 shares of common stock and
        the
        720,000 warrants underlying such units, and the 720,000 shares of common
        stock
        underlying such warrants, were deemed compensation by the National Association
        of Securities Dealers (“NASD”) and are therefore subject to a 180-day lock-up.
        Additionally, the option may not be sold, transferred, assigned, pledged
        or
        hypothecated for a one-year period (including the foregoing 180-day period)
        following the date of the Offering prospectus. 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.





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




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





**Note
      4 — Business Combinations**


****


On
      October 26, 2007, Platinum consummated the TEC acquisition pursuant to the
      Acquisition Agreement. Among other terms and conditions, the Company filed
      a
      registration statement with the Securities and Exchange Commission with respect
      to the approximately 7.7 million Platinum common shares issued in connection
      with the Acquisition. The Company is presently taking steps necessary for this
      registration statement to become effective. In connection with the Asset
      Acquisition Agreement, the Company entered into a Finders Agreement and a
      Consulting 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.
      These agreements are more fully described in Note 6f.


12




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      4 — Business Combinations - continued**





In
      December 2007, Platinum, through its wholly owned subsidiary, PER Gulf Coast,
      Inc., acquired a 50% working interest in the La Rosa field for approximately
      $5.3 million. Although the La Rosa field is a producing field of approximately
      3,800 acres in Refugio County, Texas, actual production was minimal. The primary
      focus of the acquisition is related to its recompletion and re-entry potential.
      The entire purchase price was allocated to oil and gas properties. In March
      2008
      an additional related working interest was acquired for $461,500.





In
      January 2008, the Company acquired a 70% working interest in the Pleasanton
      field for approximately $6.1 million. $2.5 million of the purchase price was
      paid in December 2007 and recorded as a Deposit on the December 31, 2007 balance
      sheet. The remainder of the purchase price was paid in January 2008, including
      direct transaction costs. See Note 6 for a further description of
      consideration paid. The Pleasanton Field is a non-producing field of
      approximately 4,200 acres in Atascosa County, Texas. The field contains
      previously drilled and abandoned wells. The entire purchase price was allocated
      to the fair value of oil and gas properties.





On
      March
      18, 2008, the Company, Maverick Engineering, Inc. (“Maverick”) and Robert L.
      Kovar Services, LLC (the “Sellers”) (as the representative of the selling equity
      stake holders in Maverick) entered into an Agreement and Plan of Merger (the
      “Merger Agreement”) for a gross purchase price of $11 million, subject to a
      working capital purchase price adjustment, with $6 million paid at closing
      and
      the remaining $5 million to be paid over the next 6 years pursuant to a
      non-interest bearing note (the “Cashflow Notes”). Established in 1993, Maverick
      is a full-service engineering service company with 270 employees including
      a
      staff of 70 engineers, consultants, surveyors, scientists and planners. Maverick
      is a provider of project management, engineering, procurement, and
      construction management services to both the public and private sectors.
      Maverick is based in South Texas with offices in Corpus Christi, Victoria,
      Harlingen and Houston. In connection with the transaction, the Company will
      enter into an five year employment agreement with Robert Kovar, the founder
      and
      CEO of Maverick, pursuant to which he will join Platinum as its Chief Operating
      Officer in addition to continuing as CEO and President of Maverick. See Note
      11,
      Subsequent Events.





The
      assets and liabilities related to the foregoing acquisitions were recorded
      in
      the Company’s consolidated balance sheet at their fair values at the date of
      acquisition in accordance with the provisions for SFAS # 141, “Business
      Combinations”.





**Note
      5 - Commitments**





a.
      The
      Company has engaged Casimir Capital LP (“CCLP”), the representative of the
      underwriters, on a non-exclusive basis, as its agent for the solicitation of
      the
      exercise of the Warrants. To the extent not inconsistent with the guidelines
      of
      the NASD and the rules and regulations of the SEC, the Company has agreed to
      pay
      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;





13




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      5 - Commitments - continued**





·
            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.





b.
      On
      March 20, 2006, the Board of Directors of the Company approved its 2006
      Long-Term Incentive Plan (the “Plan”) Pursuant to 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.




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.




Other
      than stock options issuable in connection with the Maverick acquisition
      described in Note 11, no options, restricted stock or other awards under the
      Plan have been made or committed to be made as of the date hereof.







*c.
      Stock Repurchase Program*





In
      November 2006, the Company’s board approved a share repurchase program to
      repurchase shares of Company common stock in open market transactions in an
      amount up to $80 million, following the consummation of a the Asset Acquisition.
      On November 1, 2007, the board of directors instituted the initial stage of
      this
      share repurchase program and established a plan in conformity with the
      provisions of Rule 10b5-1 to purchase up to 2,000,000 shares of Platinum common
      stock in open market transactions during the month of November 2007, subject
      to
      the broker, volume, price and timing restrictions of Rule 10b-18 under the
      Securities Exchange Act of 1934., On October 26, 2007, the Company redeemed
      1,802,205 shares of common stock for a total purchase price of $14,057,199
      and,
      pursuant to the plan in November 2007 purchased 1,997,913 shares for an
      aggregate of $15,661,464 under the repurchase program. The initial share
      repurchase plan expired November 30, 2007, but the Company may resume
      repurchases in the future, pursuant to the share repurchase
      program.




*d.*  *Consulting
      Agreement*





Mr.
      Lance
      Duncan, a director and officer of Tandem for a short time from March 2005
      through June 1, 2005, introduced Platinum’s management to Tandem, which resulted
      in the Asset Acquisition Agreement. As a consequence of his efforts in this
      regard, Mr. Duncan was paid a finder’s fee of $3.0 million at the consummation
      of the TEC acquisition for introduction of the parties. The Company also entered
      into a consulting agreement with Mr. Duncan, the term of which commenced upon
      the consummation of the TEC acquisition, for consulting services, including
      investigation and evaluation of possible future acquisitions for the Company.
      Under the terms of the consulting agreement, the Company valued such services
      at
      $5 million and agreed to issue to Mr. Duncan a total of 714,286 shares of the
      Company’s restricted common stock in consideration over the period of service.
      These shares are to be issued in semi-annual installments over the eighteen
      month term of the agreement beginning with the closing of the TEC acquisition.
      On October 26, 2007, the first installment of 178,572 irrevocable shares were
      issued to Mr. Duncan.





14




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      6 - Long-Term Debt**




On
      March 14, 2008, two operating subsidiaries of the Company entered into a new
      credit facility with a bank, establishing a revolving line of credit with an
      initial borrowing base of $35 million. The revolving line of credit is secured
      by the Co-borrower’s oil and gas properties and will be used to facilitate the
      execution of the two entities’ drilling and acquisition programs. The line bears
      interest at either the Bank’s base rate or LIBOR, plus a margin which varies
      with the ratio of the Co-borrower’s outstanding borrowings against the defined
      borrowing base, ranging from 1.5% to 2.25 %. The Co-borrower’s can choose
      periodically to change the interest rate base which applies to outstanding
      borrowings. Under the terms of revolving line of credit agreement, the
      Co-borrowers must maintain certain financial ratios, must repay any amounts
      due
      in excess of the borrowing base, and may not declare any dividends or enter
      into
      any transactions resulting in a change in control, without the Bank’s consent.
      The Company, as the parent company, is not a co-borrower or guarantor of the
      line, and transfers from the co-borrowers to the parent company are limited
      to
      (i) $1 million per fiscal year to the parent for management fees, and (ii)
      the
      repayment of up to $2 million per fiscal year in subordinate indebtedness owed
      to the parent. As of March 31, 2008 there was approximately $5.5 million
      outstanding under the revolving line of credit, bearing interest at the Bank’s
      base rate, which was 5.25%. The entire $5.5 million outstanding balance is
      classified as long term debt in the accompanying financial statements. The
      facility expires in March, 2012. In conjunction with the execution of the new
      line of credit and as required under the terms of the new credit facility,
      the
      Company novated its existing hedge positions from its existing counterparty’s
      over to the Bank under terms satisfactory to the Company. In connection with
      establishing the line of credit, the Bank received a commitment fee of $87,500
      and a fee of $60,229 for its expenses in connection with the aforementioned
      novation. In addition, the Co-borrowers are obligated to the bank for a monthly
      fee of any unused portion of the line of credit at the rate of 0.25% per
      annum.





In
      conjunction with and simultaneous to the establishment of the new Bank credit
      facility, the previously existing $5 million line of credit with another bank
      was terminated. No outstanding borrowings existed at the time of the termination
      of this previous arrangement.





In
      connection with the Pleasanton acquisition as more fully described in Note
      4,
      the Company, entered into a Settlement Agreement for $1,000,000 in order to
      secure clear title to the properties acquired, of which $450,000 was paid in
      cash and issued its note for the balance in the amount of $550,000. The cash
      payment was treated as a reduction of the payment of the purchase price paid
      to
      the seller pursuant to indemnification provisions of the acquisition agreement.
      The note bears interest at 12% per annum, and is subject to monthly payments
      beginning June 1, 2008 of an amount equal to 1⁄2 of the net proceeds from
      production attributable to the Company’s interest in the purchased leasehold or
      $30,000, whichever is greater, until the note is paid in full. The long term
      portion of the note is established at March 31, 2008 as being
      $250,000.





The
      following table sets out the Company’s long term debt position as of March 31,
      2008:





Borrowings
                under the credit facility
            
            $
            5,508,767Notes
                payable – Pleasanton
            
            
            550,000Less:Current
                portion
            
            
            (300,000
            )Long
                term debt
            
            $
            5,758,767




15




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      7 - Marketing Arrangements and Segment Information**




The
      Company considers itself to be in one line of business, as an independent oil
      and gas exploration and production company.




The
      Company sells substantially all of its crude oil production under short-term
      contracts based on prices quoted on the New York Mercantile Exchange (“NYMEX”)
      for spot West Texas Intermediate contracts, less agreed-upon deductions which
      vary by grade of crude oil.




The
      majority of the Company’s natural gas production is sold under short-term
      contracts based on pricing formulas which are generally market responsive.
      From
      time to time, The Company may also sell a portion of the gas production under
      short-term contracts at fixed prices. The Company believes that the loss of
      any
      of its oil and gas purchasers would not have a material adverse effect on its
      results of operations due to the availability of other purchasers.




**Note
      8 - Price, Interest Rate and Credit Risk Management
      Activities**





The
      Company engages in price risk management activities from time to time. These
      activities are intended to manage the Company’s exposure to fluctuations in
      commodity prices for natural gas and crude oil. The Company utilizes derivative
      financial instruments, primarily price collars, puts and calls, as the means
      to
      manage this price risk. In addition to these financial transactions, the Company
      is a party to various physical commodity contracts for the sale of hydrocarbons
      that cover varying periods of time and have varying pricing provisions. Under
      SFAS No. 133, *Accounting
      for Derivative Instruments and Hedging Activities,* as
      amended by SFAS Nos. 137, 138, 149 and 157, these various physical commodity
      contracts qualify for the normal purchases and normal sales exception and
      therefore, are not subject to hedge accounting or mark-to-market accounting.
      The
      financial impact of these various physical commodity contracts is included
      in
      revenues at the time of settlement, which in turn affects average realized
      hydrocarbon prices. The Company has elected not to designate any of its
      derivative financial contracts as accounting hedges and, accordingly, has
      accounted for these derivative financial contracts using mark-to-market
      accounting.





In
      accordance with SFAS No. 157, the Company has categorized its
      derivative financial instruments, based on the priority of the inputs to the
      valuation technique, into a three-level fair value hierarchy. The fair value
      hierarchy gives the highest priority to quoted prices in active markets for
      identical assets or liabilities (Level 1); the next highest priority inputs
      include quoted prices for similar assets or liabilities in active markets,
      quoted prices for identical or similar assets or liabilities in markets that
      are
      not active, and inputs (other than quoted prices) that are observable for the
      asset or liability, either directly or indirectly (Level 2); and the lowest
      priority to unobservable inputs (Level 3). The Company uses Level 1
      valuation techniques to value its derivatives.





Presented
      below is a summary of the Company’s crude oil and natural gas derivative
      financial contracts at March 31, 2008 and December 31, 2007, with crude oil
      prices expressed in dollars per barrels of crude oil and notional crude oil
      volumes in barrels of crude oil per year; and natural gas prices expressed
      in
      dollars per million British thermal units ($/MMBtu) and notional natural gas
      volumes in million British thermal units per year (MMBtuy). As indicated, The
      Company does not have any financial derivative contracts that extend beyond
      December 2011.


16




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      8 - Price, Interest Rate and Credit Risk Management Activities -
      continued**





The
      total
      fair value of the crude oil and natural gas financial derivative contracts
      at
      March 31, 2008, was a liability of approximately $3.0 million as follows:





**Period**
              **Ended**
              **March
                31,**
            
            **Instrument
                Type**
            
            **Total
                Volumes**
              **(MMBTU/BBL)**
            
            **Weighted
                Average**
              **(Floor/Ceiling)**
            
            
            **Fair
                Value**
              **Asset/**
              **(Liability)**
              **(stated
                in**
              **thousands)**2009
            
            Gas
                Collar
            
            45,230
            
            5.00/11.02
            
            
            (96)Gas
                Call Option Sold
            
            45,230
            
            9.10
            
            
            (392)Gas
                Call Option Purchased
            
            45,230
            
            12.00
            
            
            96Gas
                Put Option Sold
            
            45,230
            
            5.00
            
            
            0Gas
                Put Option Purchased
            
            45,230
            
            6.00
            
            
            2Oil
                Collar
            
            172,749
            
            40.00/72.10
            
            
            (2,214)Oil
                Call Option Sold
            
            87,500
            
            67.00
            
            
            (2,864)Oil
                Call Option Purchased
            
            87,500
            
            72.10
            
            
            2,444Oil
                Swaps
            
            30,000
            
            71.00
            
            
            (781)2010
            
            Oil
                Swaps
            
            90,000
            
            71.00
            
            
            (2,191)Oil
                Put Option Purchased
            
            120,000
            
            75.00
            
            
            613Oil
                Put Option Purchased
            
            170,000
            
            80.00/85.00
            
            
            1,3842011
            
            Oil
                Put Option Purchased
            
            120,000
            
            80.00
            
            
            1,002Total
                fair value liability
            
            
            
            
            
            $
            (2,997)








The
      fair
      value of the Company’s financial derivative contracts at March 31, 2008 are
      shown in the accompanying financial statements as follows (in
      thousands):





Fair
                value of commodity derivative:Current
                portion
            
            $
            (3,805
            )Long-term
                portion
            
            
            808Total
                fair value liability
            
            $
            (2,997
            )




17




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      8 - Price, Interest Rate and Credit Risk Management Activities -
      continued**





The
      total fair value of the crude oil and natural gas financial derivative contracts
      at December 31, 2007, was a liability of approximately $3.0 million as
      follows:




**Period**
            
            **Instrument
                Type**
            
            **Total
                Volumes**
              **(MMBTU/BBL)**
            
            **Weighted**
              **Average**
              **(Floor/Ceiling)**
            
            
            **Fair
                Value**
              **Asset/**
              **(Liability)**
              **(stated
                in**
              **thousands)**2008
            
            Gas
                Collar
            
            64,615
            
            5.00/11.02
            
            
            (25)Gas
                Call Option Sold
            
            64,615
            
            9.10
            
            
            (128)Gas
                Call Option Purchased
            
            64,615
            
            12.00
            
            
            36Gas
                Put Option Sold
            
            64,615
            
            5.00
            
            
            (11)Gas
                Put Option Purchased
            
            64,615
            
            6.00
            
            
            46Oil
                Collar
            
            113,502
            
            40.00/72.10
            
            
            (2,455)Oil
                Call Option Sold
            
            125,000
            
            67.00
            
            
            (3,282)Oil
                Call Option Purchased
            
            125,000
            
            72.10
            
            
            2,7032009
            
            Oil
                Swaps
            
            120,000
            
            71.00
            
            
            (1,928)2010
            
            Oil
                Put Option Purchased
            
            120,000
            
            75.00
            
            
            1,0152011
            
            Oil
                Put Option Purchased
            
            120,000
            
            80.00
            
            
            986Total
                fair value liability
            
            
            
            
            
            $
            (3,043)








The
      fair
      value of the Company’s financial derivative contracts at March 31, 2008 are
      shown in the accompanying financial statements as follows (in
      thousands):





Fair
                value of commodity derivative:Current
                portion
            
            $
            (3,116
            )Long-term
                portion
            
            
            73Total
                fair value liability
            
            $
            (3,043
            )





The
      natural gas and crude oil prices shown in the above table are based on the
      corresponding NYMEX index and have been valued using actively quoted prices
      and
      quotes obtained from the counterparties to the derivative agreements. The above
      prices represent a weighted average of several contracts entered into and are
      on
      a per MMBtu or per barrel basis for gas and oil derivatives, respectively.
      Total
      volumes shown for the crude oil collar reflect net volumetric positions with
      a
      single counterparty under which contracts provide for netting of all settlement
      amounts.


18




**PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS**


**Note
      8 - Price, Interest Rate and Credit Risk Management Activities –
continued**





The
      following table summarizes the estimated fair value of financial instruments
      and
      related transactions at March 31, 2008 and December 31, 2007 (in millions):
      (The
      carrying amount and the fair value (1) are the same for each period
      reported.




**March
                31,**
              **2008**
            
            **December
                31,**
              **2007**NYMEX-Related
                Commodity DerivativeMarket
                Positions (1)
            
            $
            3.0
            
            $
            3.0




(1)
            Estimated
                fair values have been determined by using available market data and
                valuation methodologies. Judgment is required in interpreting market
                data
                and the use of different market assumptions or estimation methodologies
                may affect the estimated fair value
                amounts.








**Note
      9 - Oil and Gas Properties**


****


The
      following table sets forth the Company’s costs incurred in oil and gas property
      acquisition, exploration and development activities for the period from
      January1, 2008 through March 31, 2008:





Balance
                at January 1, 2008:
            
            $
            170,571,663Acquisition
                of propertiesProved
            
            
            6,539,139Unproved
            
            
            -Exploration
                Costs
            
            
            -Development
                Costs
            
            
            3,602,679Balance
                at March 31, 2008:
            
            $
            180,713,481





The
      following table sets forth the Company’s capitalized costs relating to oil and
      gas producing activities at March 31, 2008:




Proved
                oil and gas properties
            
            $
            180,713,481Unproved
                oil and gas properties
            
            
            -180,713,481Accumulated
                depletion
            
            
            (3,184,093
            )Net
                capitalized costs
            
            $
            177,529,388




19




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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      10 — Litigation**





On January
      16, 2008, Exxon Mobil Corporation filed a petition in the 270 th District
      Court of Harris County, Texas, naming TEC and a third party, Merenco Realty,
      Inc., demanding environmental remediation of certain  properties in
      Tomball, Texas. In 1996, pursuant to an assignment agreement, Exxon Mobil sold
      certain oil and gas leasehold interests and real estate interests in Tomball,
      Texas to the Company’s predecessor in interest, Merit Energy Corporation. In
      1999, the Company assigned its 50% undivided interest in one of the tracts
      in
      the acquired property to Merenco, an affiliate of the Company, owned 50% by
      the
      chairman of the board of the Company, Tim Culp. In October 2007, the Texas
      Railroad Commission notified Exxon Mobil of an environmental site assessment
      alleging soil and groundwater contamination for a site in the area of Tomball,
      Texas. Exxon Mobil believes that the site is one which was sold to the Company
      and claims that the Company is obligated to remediate the site under the
      assignment agreement. Exxon Mobil has requested that the court declare the
      defendants obligated to restore and remediate the properties and has requested
      any actual damages arising from breach and attorneys’ fees. The Company believes
      that Exxon Mobil’s claim that the Company is responsible for any remediation of
      such site is without merit and the Company intends to vigorously defend itself
      against this claim. However, no assurance can be given that the Company will
      prevail in this matter. The Company acquired substantially all the assets and
      liabilities of TEC in the TEC acquisition. Merenco was not acquired by the
      Company in the TEC acquisition and the Company’s chairman, Tim Culp, continues
      to have a 50% ownership interest in Merenco.





**Note
      11 — Subsequent Events**





On
      April
      29, 2008, the Company completed the acquisition of Maverick pursuant to the
      Agreement and Plan of Merger (the “Merger Agreement”) entered into on March 18,
      2008 among the Company, a wholly-owned subsidiary , Maverick, and Robert L.
      Kovar Services, LLC, as Stockholder Representative. The aggregate consideration
      paid in the merger was $6 million in cash and $5 million to be paid over the
      next 6 years pursuant to non-interest bearing cash flow note (the “Cash Flow
      Notes”), subject to certain escrows, holdbacks and post-closing adjustments.
      Provisions of the Cash Flow Notes require quarterly payments commencing in
      June
      2008 to the noteholders pro rata equal to 50% of the pre-tax net income, as
      defined in the Merger Agreement, generated by the Maverick business on a stand
      alone basis in the prior quarter. Payment of the Cash Flow Notes can be
      accelerated by certain events, including a change in control. The balance of
      the
      Cash Flow Notes remaining unpaid upon maturity, if any, will be converted into
      a
      12 month self amortizing note bearing interest at the annual rate of 2% over
      the
      banks prime rate. In addition, the Company will assume Maverick’s indebtedness
      under certain bank and loan arrangements, which aggregate balances, approximated
      $4.5 million at January 31, 2008. Maverick’s bank has not consented to continue
      of its bank term loan or to its working capital revolving credit line upon
      closing. The Sellers agreed to the satisfaction of this bank indebtedness at
      closing in the aggregate amount of $4.9 million with the proceeds of the cash
      to
      be paid at closing to the Sellers. Subsequent to the closing, upon securing
      a
      replacement revolving line of credit for Maverick, the amount of the revolving
      line of credit repaid at closing ($3.3 million) will be drawn down against
      this
      line and paid to Robert L. Kovar Services, LLC for distribution to the Sellers.
      The remainder of $1.6 million will be paid to selling Maverick shareholders
      by
      the Company over an approximate 18 month period under the same terms and
      conditions as the original term loan with Mavericks original bank. The Cash
      Flow
      Notes will be payable quarterly at the rate of 50% of pre-tax net income, as
      it
      is defined in the Merger Agreement, generated by the Maverick business on a
      standalone basis in the preceding quarter. Payment can be accelerated by certain
      events, including change in control of the Company. The purchase price is also
      subject to adjustment for any change in working capital as defined in the
      agreement, between October 31, 2007 and the closing date, as well as other
      adjustments associated with changes in indebtedness. Any adjustment will be
      treated as a modification of the amount of the Cash Flow Notes and are to be
      determined within 45 days of closing. The balance of the Cash Flow Notes
      remaining unpaid upon maturity, if any, will be converted into a 12 month self
      amortizing note bearing interest at the annual rate of 2% over the banks prime
      rate at the time.





20




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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      11 — Subsequent Events - continued**





Pursuant
      to that agreement Mr. Kovar has been appointed as Chief Operating Officer
      (“COO”) of the Company and President of Maverick, the Company’s wholly-owned
      subsidiary.





The
      Employment Agreement provides for an initial term of five years. Pursuant to
      the
      terms of the Employment Agreement, Mr. Kovar will be paid a $200,000 base annual
      salary and will be eligible for annual performance bonuses in such amount and
      at
      such times as determined by the Board or the compensation committee, in their
      sole discretion. In addition, pursuant to the Employment Agreement, Mr. Kovar
      was granted 50,000 options to purchase shares of the Company’s common stock with
      an exercise price of $5.15 per share, the closing price on the date of grant,
      and will be granted an additional 50,000 stock options on each of the four
      succeeding anniversaries of the effective date of the Employment Agreement.
      All
      options will be issued pursuant to the Company’s 2006 Long Term Incentive Plan
      and will be subject to a 5 year vesting schedule, with one-fifth of such options
      vesting on each anniversary of the date of grant, beginning April 29, 2009.
      In
      the event of a change in control of the Company, the Employment Agreement
      provides that all options granted to Mr. Kovar will immediately vest.





Pursuant
      to the Employment Agreement, if Mr. Kovar’s employment is terminated by the
      Company without cause or Mr. Kovar terminates his employment for good reason,
      he
      will receive an 18 month severance package and his Cash Flow Note will become
      immediately due and payable. If, however, Mr. Kovar’s employment is terminated
      by the Company for cause or Mr. Kovar terminates his employment without good
      reason, he will receive no severance package and his Cash Flow Note will be
      cancelled.




Mr.
      Kovar
      has also agreed that during the term of his employment with the Company and
      for
      an 18 month period thereafter, he will not compete with the Company nor solicit
      its employees. If Mr. Kovar breaches any of these obligations, he would forfeit
      his right to any severance payments and benefits to which he otherwise would
      be
      entitled.





21


**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.





On
      October 26, 2007, we acquired substantially all of the assets and assumed
      substantially all of the liabilities of TEC. Prior to that time, we were a blank
      check company with no operations and no net revenues. Set forth below are:





(A)Results
      of operations for Platinum for the quarter ended March 31, 2008 as compared
      to
      the quarter ended March 31, 2007. Included within the results of operations
      for
      the quarter ended March 31, 2008 are the results of operations of the oil and
      gas properties we purchased.




(B)  A
      comparison of certain summarized historical information for the quarter ended
      March 31, 2008 with the period from October 27, 2007 to December 31, 2007 in
      order to provide the reader with certain meaningful analytical data.





The
      following discussion should be read in conjunction with our Condensed
      Consolidated Financial Statements and related Notes thereto included elsewhere
      in this report.




**Overview**





We
      are an
      oil and natural gas exploration, development, acquisition, and production
      company. Our basic business model is to find and develop oil and gas reserves
      through development activities, and sell the production from those reserves
      at a
      profit. To be successful, we must, over time, be able to find oil and gas
      reserves and then sell the resulting production at a price that is sufficient
      to
      cover our finding costs, operating expenses, administrative costs and interest
      expense, plus offer us a return on our capital investment.





From
      time
      to time, we may make strategic acquisitions if we believe the acquired assets
      offer us the potential for reserve growth through additional developmental
      drilling activities. However, the successful acquisition of oil and natural
      gas
      properties requires assessment of many factors, which are inherently inexact
      and
      may be inaccurate, including future oil and natural gas prices, the amount
      of
      recoverable reserves, future operating costs, future development costs, failure
      of titles to properties, costs and timing of plugging and abandoning wells
      and
      potential environmental and other liabilities.





As
      described below, on April 29, 2008 we acquired Maverick Engineering, Inc.
      (“Maverick”). Maverick is a provider of project management, engineering,
      procurement, and construction management services to both the public and private
      sectors, including the oil and gas industry.


22


**Results
      of Operations - Platinum**





*For
      the three month period ended March 31, 2008 as compared to the three month
      period ended March 31, 2007*





We
      were a
      blank check company for the three months ended March 31, 2007 and consequently
      had no operations and no net operating results. For the three months ended
      March
      31, 2008 , our results of operations included those of the oil and gas entities
      acquired on and subsequent to October 26, 2007. See “Business - Growth Strategy”
beginning on page 5 and Note 4 to the consolidated financial statements
      beginning on page F1-14 in our Form 10K/A for the year ended December 31, 2007
      filed on April 15, 2008. For a comparison of results of operations relating
      to
      our oil and gas assets, see “Results of Operations - Oil and Gas” below.





With
      respect to our results of operations excluding our oil and gas assets, we had
      no
      net operating revenues during the three months ended March 31, 2008 or 2007.
      Our
      general and administrative expenses other than those attributable to our oil
      and
      gas assets for the three months ended March 31, 2008 was $690,000 (out of the
      $1.7 million general and administrative expenses included in the Company’s
      condensed consolidated results) as compared to approximately $155,000 in the
      three months ended March 31, 2007. The
      increase of $535,000 in such expenses for the three months ended March 31,
      2008
      as compared to the three months ended March 31, 2007 is
      attributable to our status as a parent company of an operating business in
      2008,
      including associated officer salaries, legal and accounting, investor relations
      and other costs. Results of operations for the three months ended March 31,
      2007
      included net interest income of $691,000 (substantially all of which was earned
      on funds held in the trust account and net of interest income in the amount
      of $
      177,000 attributable to shares of common stock subject to conversion rights),
      as
      compared to net interest income earned of $100,000 in for three months ended
      March 31, 2008 on substantially lower cash balances. ******





**Results
      of Operations - Oil and Gas**




The
      following summary of oil and gas revenues and lease and other operating expenses
      for the periods indicated is provided for comparative purposes. These
      comparative results are for the period from October 26, 2007 through December
      31, 2007 as compared to the three months ended March 31, 2008. As indicated
      in
      the preceding paragraph, since our results for the three months ended March
      31,
      2007 are not in any way comparable to the three months ended March 31, 2008,
      we
      believe that the comparison of our current operating revenues to the immediately
      preceding period would provide relevant information to assist in evaluating
      our
      Company.





*Comparison
      of the period from October 26, 2007 through December 31, 2007, to the Three
      Months Ended March 31, 2008*





Any
      reference in this comparison to the 2007 period relates to the period from
      October 26, 2007 through December 31, 2007, and any reference to the 2008 period
      relates to the three months ended March 31, 2008, unless otherwise
      indicated.





Our
      revenues, consisting entirely of oil and gas sales, for the period from October
      26, 2007 through December 31, 2007 were $4.3 million. Oil and gas sales for
      the
      three months ended March 31, 2008 were $7.1 million. Other than the obvious
      difference in the length of the comparative periods, we note that the average
      oil price for the 2007 period was $85.24 compared to $96.83 for the 2008 period.
      The average gas price increased from $8.03 during the 2007 period compared
      to
      $8.19 for the 2008 period. Daily production on a Boe basis increased from 890
      Boe’s per day during the 2007 period to 970 Boe’s per day during the 2008
      period.





Oil
      and
      gas production costs in the form of lease operating expense on a Boe basis
      decreased 7.5% from $29.77 per Boe during the 2007 period to $27.53 per Boe
      during the 2008 period. The decrease in lease operating expense on a Boe basis
      is a direct result of increased production due to drilling activities, without
      a
      corresponding increase in our fixed operating expense. Other factors outside
      management control, such as rig availability and availability of adequate
      technical and field staff, could have an adverse effect on lease operating
      costs
      in the future.





23




**Liquidity
      and Capital Resources**







In
      connection with our IPO consummated on October 28, 2007, we sold (i) 14,400,000
      units to the public, with each unit consisting of one share of our common stock,
      $0.0001 per share, and one warrant expiring October 28, 2009 to purchase one
      share of common stock at an exercise price of $6.00 per share and (ii) 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.
      The underwriters’ unit purchase option may be exercised for cash or on a
“cashless” basis, at the holder’s option, such that the holder may use the
      appreciated value of the option (the difference between the exercise prices
      of
      the option and the underlying warrants and the market price of the units and
      underlying securities) to exercise the option without the payment of any cash.
      If circumstances warrant and in the event that any holders of the unit purchase
      option choose to exercise all or a portion of the unit purchase option on a
      cashless basis, we will receive no cash proceeds but would be required to issue
      additional units. In addition we can give no assurance that any of the warrants
      included in the units sold to the public will be exercised and result in any
      proceeds to us.





The
      following additional items had for the three months ended March 31, 2008 or
      will
      have an impact our liquidity in future periods:





a.  In
      November 2006, the Company’s board approved a share repurchase program to
      repurchase shares of Company common stock in an amount up to $80 million
      (including shares that may be redeemed in connection with stockholders
      conversion rights upon consummation of the TEC acquisition). On October 26,
      2007, we redeemed 1,802,205 shares of our common stock for a total purchase
      price of $14,057,199 pursuant to such conversion rights. On November 1, 2007,
      the Company announced the initial stage of the share repurchase program and
      adopted a share repurchase plan for the month of November 2007. In the period
      from November 1 through November 30, 2007, we purchased 1,997,913 shares for
      an
      aggregate of $15,661,464. We financed these purchases with available cash.
      The
      initial share repurchase plan expired November 30, 2007, but the Company may
      resume repurchases in the future, pursuant to our share repurchase
      program.





b.
      As
      part of our overall business strategy, we began our program of strategic
      acquisitions and investment opportunities that complement our existing business.
      We made various acquisitions of oil and gas properties and interests and a
      related operating business in the quarter ended March 31, 2008 and thereafter
      as
      follows:





·
            In
                March 2008 we acquired an additional property related to our La Rosa
                field
                acquisition for cash in the amount of $461,500. See Note 4 to Condensed
                Consolidated Financial Statements included elsewhere
                herein;





·
            In
                January 2008 in connection with the Pleasanton acquisition we paid
                additional cash consideration of $2,950,000 and issued a $550,000
                note.
                The note bears interest at 12% per annum, and is subject to monthly
                payments beginning June 1, 2008 of an amount equal to 1⁄2 of the net
                proceeds from production attributable to our interest in the purchased
                leasehold or $30,000, whichever is greater, until the note is paid
                in
                full.





·
            In
                April 2008, two of our wholly-owned subsidiaries (the Co-borrowers
                as
                defined in c. below) entered into two agreements to acquire additional
                oil
                and gas properties aggregating $1,350,000 for cash.




24


c.  On
      March
      14, 2008, two of our operating subsidiaries, Tandem Energy Corporation and
      PER
      Gulf Coast, Inc. (collectively the “Co-borrowers”) entered into a new credit
      facility with the Bank of Texas, establishing a revolving line of credit with
      an
      initial borrowing base of $35 million. The revolving line of credit is secured
      by the Co-borrower’s oil and gas properties and will be used to facilitate the
      execution of the two entities’ drilling and acquisition programs. The line bears
      interest at either the bank’s base rate or LIBOR, plus a margin which varies
      with the ratio of the Co-borrowers’ outstanding borrowings against the defined
      borrowing base, ranging from 1.50% to 2.25%. The Co-borrowers can choose
      periodically to change the interest rate base which applies to outstanding
      borrowings. Under the terms of revolving line of credit agreement, the
      Co-borrowers must maintain certain financial ratios, must repay any amounts
      due
      in excess of the borrowing base, and may not declare any dividends or enter
      into
      any transactions resulting in a change in control, without the bank’s consent.
      As the parent company, we are not a co-borrower or guarantor of the line, and
      transfers from the Co-borrowers to us are limited to (i) $1 million per fiscal
      year for management fees, and (ii) the repayment of up to $2 million per fiscal
      year in subordinate indebtedness owed to us. As of March 31, 2008, there
      was $5.5 million outstanding under the revolving line of credit. In conjunction
      with the execution of the new line of credit, and as required under the terms
      of
      the new credit facility, we novated our existing hedge positions from our
      existing counterparty over to the Bank of Texas under terms satisfactory to
      us.
      In connection with establishing the line of credit, the Bank of Texas received
      a
      commitment fee of $87,500 and a fee for its expenses in connection with the
      aforementioned novation of $60,229. In addition, the Co-borrowers are obligated
      to the bank for a monthly fee for any unused portion of the line of credit
      at
      the rate of 0.25% per annum. The unused portion of this revolving line of credit
      of $29,500,000 remains available to the Co-borrowers.





d.  On
      April
      29, 2008, the Company completed the acquisition of Maverick. The aggregate
      consideration paid in the merger was $6 million in cash and $5 million to be
      paid over the next 6 years pursuant to non-interest bearing cash flow note
      (the
“Cash Flow Notes”), subject to certain escrows, holdbacks and post-closing
      adjustments. Provisions of the Cash Flow Notes require quarterly payments
      commencing in June 2008 to the noteholders pro rata equal to 50% of the pre-tax
      net income, as defined, generated by the Maverick business on a stand alone
      basis in the prior quarter. Payment of the Cash Flow Notes can be accelerated
      by
      certain events, including a change in control. The balance of the Cash Flow
      Notes remaining unpaid upon maturity, if any, will be converted into a 12 month
      self amortizing note bearing interest at the annual rate of 2% over the banks
      prime rate. In addition, the Company will assume Maverick’s indebtedness under
      certain bank and loan arrangements, which aggregate balances approximated $4.5
      million at January 31, 2008. Maverick’s bank has not consented to continuation
      of its bank term loan or to its working capital revolving credit line upon
      closing. The sellers agreed to the satisfaction of this bank indebtedness at
      closing in the aggregate amount of $4.9 million with the proceeds of the cash
      to
      be paid at closing to the Sellers. Subsequent to the closing, upon securing
      a
      replacement revolving line of credit for Maverick, the amount of the revolving
      line of credit repaid at closing ($3.3 million) will be drawn down against
      this
      line and paid to sellers. The remainder of $1.6 million will be paid to selling
      Maverick shareholders by the Company over an approximate 18 month period under
      the same terms and conditions as the original term loan with Maverick’s original
      bank. The Cash Flow Notes will be payable quarterly at the rate of 50% of
      pre-tax net income, as defined, generated by the Maverick business on a
      stand-alone basis in the preceding quarter. Payment can be accelerated by
      certain events, including change in control of the Company. The purchase price
      is also subject to adjustment for any change in working capital as defined
      in
      the agreement, between October 31, 2007 and the closing date, as well as other
      adjustments associated with changes in indebtedness. Any adjustment will be
      treated as a modification of the amount of the Cash Flow Notes and are to be
      determined within 45 days of closing. The balance of the Cash Flow Notes
      remaining unpaid upon maturity, if any, will be converted into a 12 month self
      amortizing note bearing interest at the annual rate of 2% over the bank’s prime
      rate at the time.





In
      connection with the acquisition of Maverick, the Company entered into an
      employment agreement with Mr. Kovar to serve as chief operating officer of
      Platinum. The employment agreement provides for an initial term of five years.
      Pursuant to the terms of the employment agreement, Mr. Kovar will be paid a
      $200,000 base annual salary and will be eligible for annual performance bonuses
      in such amount and at such times as determined by the Board or the compensation
      committee, in their sole discretion. In addition, pursuant to the employment
      agreement, Mr. Kovar was granted 50,000 options to purchase shares of the
      Company’s common stock with an exercise price of $5.15 per share, the closing
      price on the date of grant, and will be granted an additional 50,000 stock
      options on each of the four succeeding anniversaries of the effective date
      of
      the employment agreement. All options will be issued pursuant to the Company’s
      2006 Long Term Incentive Plan and will be subject to a 5 year vesting schedule,
      with one-fifth of such options vesting on each anniversary of the date of grant,
      beginning April 29, 2009. In the event of a change in control of the Company,
      the employment agreement provides that all options granted to Mr. Kovar will
      immediately vest.





25




Pursuant
      to the employment agreement, if Mr. Kovar’s employment is terminated by the
      Company without cause or Mr. Kovar terminates his employment for good reason,
      he
      will receive an 18 month severance package and his Cash Flow Note will become
      immediately due and payable. If, however, Mr. Kovar’s employment is terminated
      by the Company for cause or Mr. Kovar terminates his employment without good
      reason, he will receive no severance package and his Cash Flow Note will be
      cancelled.




**Supplemental
      Oil and Gas Information**





The
      following information is intended to supplement the consolidated financial
      statements included in this report with data that is not readily available
      from
      those statements.




**Period
                  from January 1, 2008****to
                  March 31, 2008**Oil
              
              Gas
              
              Boe(Mbls)
              
              (MMcf)
              
              (Mbls)Production
              
              58.7
              
              177.2
              
              88.2Oil
              
              Gas
              
              Boe($/Bbl
                  )
              
              ($/Mcf
                  )
              
              ($/Boe
                  )Average
                  Prices
              
              $96.83
              
              $8.19
              
              $80.86Boe($/Boe)Average
                  Lifting Cost Per Boe
              
              
              
              
              
              $27.53


**Capital
        Expenditures**





The
      reserve report prepared as of December 31, 2007 assumes that we will expend
      approximately $19.4 million in expenditures in 2008 to drill a number of
      existing proved undeveloped locations, with the intent of converting them into
      proved developed producing locations, thereby, generating new cash flows. The
      execution of the drilling program is dependent on rig availability, the
      availability of technical and field staff, and product pricing. Through March
      31, 2008 we have incurred approximately $3.4 million.





**Off-Balance
      Sheet Arrangements**





We
      do 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**





In
      connection with the October 26, 2007 TEC acquisition, we entered into an
      agreement with Mr. Lance Duncan, for consulting services, including
      investigation and evaluation of possible future acquisitions. Under the terms
      of
      the consulting agreement, Mr. Duncan’s services were valued at $5 million. We
      agreed to issue to Mr. Duncan a total of 714,286 shares of our restricted common
      stock, 25% to be issued upon commencement of services and the remainder in
      semi-annual installments of 25% each over the eighteen month term of the
      agreement. Each installment will be paid with 178,572 shares of our common
      stock, based on payments of $1,250,000 valued at a fixed price of $7.00 per
      share.





26


**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.




**Full
      Cost and Impairment of Assets**





We
      account for our oil and natural gas exploration and development activities
      using
      the full cost method of accounting. Under this method, all costs incurred in
      the
      acquisition, exploration and development of oil and natural gas properties
      are
      capitalized. Costs of non-producing properties, wells in the process of being
      drilled and significant development projects are excluded from depletion until
      such time as the related project is developed and proved reserves are
      established or impairment is determined. At the end of each quarter, the net
      capitalized costs of our oil and natural gas properties, as adjusted for asset
      retirement obligations, is limited to the lower of unamortized cost or a
      ceiling, based on the present value of estimated future net revenues, net of
      income tax effects, discounted at 10%, plus the lower of cost or fair market
      value of our unproved properties. Revenues are measured at unescalated oil
      and
      natural gas prices at the end of each quarter, with effect given to cash flow
      hedge positions. If the net capitalized costs of oil and natural gas properties
      exceed the ceiling, we are subject to a ceiling test write-down to the extent
      of
      the excess. A ceiling test write-down is a non-cash charge to earnings. It
      reduces earnings and impacts stockholders’ equity in the period of occurrence
      and results in lower DD&A expense in future periods.





There
      is
      a risk that we will be required to write down the carrying value of our oil
      and
      natural gas properties when oil and natural gas prices decline. If commodity
      prices deteriorate, it is possible that we could incur impairment in future
      periods.




**Depletion**





Provision
      for depletion of oil and natural gas properties under the full cost method
      is
      calculated using the unit of production method based upon estimates of proved
      developed oil and natural gas reserves with oil and natural gas production
      being
      converted to a common unit of measure based upon their relative energy content.
      Investments in unproved properties and major development projects are not
      amortized until proved reserves associated with the projects can be determined
      or until impairment occurs. The cost of any impaired property is transferred
      to
      the balance of oil and natural gas properties being depleted.





**Significant
      Estimates and Assumptions**





**Oil
      and Gas Reserves**





(1)
      Reserve engineering is a subjective process of estimating underground
      accumulations of oil and gas that cannot be measured in an exact manner. The
      accuracy of a reserve estimate depends on the quality of available geological
      and engineering data, the precision of the interpretation of that data, and
      judgment based on experience and training. We have historically engaged an
      independent petroleum engineering firm to evaluate our oil and gas reserves.
      As
      a part of this process, our internal reservoir engineer and the independent
      engineers exchange information and attempt to reconcile any material differences
      in estimates and assumptions.





(2)
      Reserves which can be produced economically through application of improved
      recovery techniques (such as fluid injection) are included in the proved
      classification when successful testing by a pilot project, or the operation
      of
      an installed program in the reservoir, provides support for the engineering
      analysis on which the project or program was based.





27




(3)
      Estimates of proved reserves do not include the following: (A) oil that may
      become available from known reservoirs but is classified separately as indicated
      additional reserves; (B) crude oil, natural gas, and natural gas liquids, the
      recovery of which is subject to reasonable doubt because of uncertainty as
      to
      geology, reservoir characteristics, or economic factors; (C) crude oil, natural
      gas, and natural gas liquids, that may occur in undrilled prospects; and (D)
      crude oil, natural gas, and natural gas liquids, that may be recovered from
      oil
      shales, coal, gilsonite and other such sources.




**Valuation
      of proved undeveloped properties**





Placing
      a
      fair market value on proved undeveloped properties, commonly referred to as
      “PUDs” is very subjective since there is no quoted market for them. The
      negotiated price of any PUD between a willing seller and willing buyer depends
      on the specific facts regarding the PUD, including:





·
            the
                location of the PUD in relation to known fields and reservoirs, available
                markets and transportation systems for oil and gas production in
                the
                vicinity, and other critical
                services;




·
            the
                nature and extent of geological and geophysical data on the
                PUD;





·
            the
                terms of the leases holding the acreage in the area, such as ownership
                interests, expiration terms, delay rental obligations, depth limitations,
                drilling and marketing restrictions, and similar
                terms;





·
            the
                PUDs risk-adjusted potential for return on investment, giving effect
                to
                such factors as potential reserves to be discovered, drilling and
                completion costs, prevailing commodity prices, and other economic
                factors;
                and





·
            the
                results of drilling activity in close proximity to the PUD that could
                either enhance or condemn the prospect’s chances of
                success.




**Provision
      for DD&A**





We
      have
      computed our provision for DD&A on a unit-of-production method. Each
      quarter, we use the following formulas to compute the provision for
      DD&A.





·
            DD&A
                Rate = Current period production, divided by beginning proved
                reserves





·
            Provision
                for DD&A = DD&A Rate, times the un-depleted full cost pool of oil
                and gas properties





Reserve
      estimates have a significant impact on the DD&A rate. If reserve estimates
      for our properties are revised downward in future periods, the DD&A rate
      will increase as a result of the revision. Alternatively, if reserve estimates
      are revised upward, the DD&A rate will decrease.





28


**Hedging
      Activities**





From
      time
      to time, we utilize derivative instruments, consisting of swaps, floors and
      collars, to attempt to reduce our exposure to changes in commodity prices and
      interest rates. We account for our derivatives in accordance with SFAS No.
      133,
      Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS
      No. 133 requires that all derivative instruments be recognized as assets or
      liabilities in the balance sheet, measured at fair value. The accounting for
      changes in the fair value of a derivative depends on both the intended purpose
      and the formal designation of the derivative. Designation is established at
      the
      inception of a derivative, but subsequent changes to the designation are
      permitted. We have elected not to designate any of our derivative financial
      contracts as accounting hedges and, accordingly, account for these derivative
      financial contracts using mark-to-market accounting. Changes in fair value
      of
      derivative instruments which are not designated as cash flow hedges are recorded
      in other income (expense) as changes in fair value of derivatives. Hedging
      is a
      strategy that can help a company to mitigate the volatility of oil and gas
      prices by limiting its losses if oil and gas prices decline; however, this
      strategy may also limit the potential gains that a company could realize if
      oil
      and gas prices increase. Historically, certain “costless collars” executed in
      June 2005 and swaps executed in mid 2006 by our predecessor in interest were
      employed to protect such predecessor and its creditors from exposure to lower
      oil and gas prices. However, as a result of those positions, we have and may
      continue to periodically incur settlement losses associated with the ceiling
      component of such hedges as oil prices have increased during 2007 and in 2008.
      For the three months ended March 31, 2008, we reported a $2.036 million net
      loss
      on derivatives.





**Asset
      Retirement Obligation**





We
      follow
      the provisions of SFAS No. 143, Accounting for Asset Retirement Obligations.
      SFAS No. 143 requires us to recognize a liability for the present value of
      all
      legal obligations associated with the retirement of tangible, long-lived assets
      and capitalize an equal amount as a cost of the asset. The cost of the
      abandonment obligations, less estimated salvage values, is included in the
      computation of depreciation, depletion and amortization.





**Recent
      Accounting Pronouncements**





See
      *Recent Accounting Pronouncements* in Note 2 within the financial
      statements in Item 1 for a description of Recent Accounting
      Pronouncements.




29




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




The
      primary objective of the following information is to provide forward-looking
      quantitative and qualitative information about our potential exposure to market
      risks. 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. The disclosures are not meant to be precise indicators of
      expected future losses, but rather indicators of reasonably possible losses.
      This forward-looking information provides indicators of how we view and manage
      our ongoing market risk exposures.





**Interest
      Rate Risk**





At
      March
      31,2008 we had approximately $5.5 million in outstanding borrowings associated
      with our credit facility with a major bank. To the extent we have debt
      outstanding, we will be subject to risk of interest rate changes that would
      impact our future results of operations and cash flows.




**Price
        Risks**
 
 See
        Note
        8 within the financial statements in Item 1 for a description of our price
        risks
        and price risk management activities.





30




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





The
      Company carried out an evaluation, under the supervision and with the
      participation of its management, including the principal executive and financial
      officer, of the effectiveness of the Company’s controls and procedures pursuant
      to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, as of
      the
      end of the period covered by this report. Based upon that evaluation, the
      principal executive and financial officer concluded that the Company’s
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by the Company (including its consolidated
      subsidiaries) in its periodic filings with the Securities and Exchange
      Commission is recorded, processed, summarized and reported within the time
      periods specified in the Commission’s rules and forms. There has been no change
      in the Company’s internal control over financial reporting during the quarter
      covered by this report that has materially affected, or is reasonably likely
      to
      materially affect, the Company’s internal control over financial
      reporting.


31


**OTHER
      INFORMATION**




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





On January
      16th, 2008, Exxon Mobil Corporation filed a petition in the 270th District
      Court
      of Harris County, Texas, naming us as a defendant along with TEC and a third
      party, Merenco Realty, Inc., demanding environmental remediation of certain
      properties in Tomball, Texas. In 1996, pursuant to an assignment agreement,
      Exxon Mobil sold certain oil and gas leasehold interests and real estate
      interests in Tomball, Texas to TEC’s predecessor in interest, Merit Energy
      Corporation. In 1999, TEC assigned its 50% undivided interest in one of the
      tracts in the acquired property to Merenco, an affiliate of TEC, owned 50%
      by
      our Chairman of the Board, Tim Culp. In October 2007, the Texas Railroad
      Commission notified Exxon Mobil of an environmental site assessment alleging
      soil and groundwater contamination for a site in the area of Tomball, Texas.
      Exxon Mobil believes that the site is one which was sold to TEC and claims
      that
      TEC is obligated to remediate the site under the assignment agreement. Exxon
      Mobil has requested that the court declare the defendants obligated to restore
      and remediate the properties and has requested any actual damages arising from
      breach and attorneys’ fees. We believe that Exxon Mobil’s claim that TEC is
      responsible for any remediation of such site is without merit and we intend
      to
      vigorously defend ourselves against this claim. However, no assurance can be
      given that we will prevail in this matter. We acquired substantially all the
      assets and liabilities of TEC in the TEC acquisition. Merenco was not acquired
      by us in the TEC acquisition and our Chairman, Tim Culp, continues to have
      a 50%
      ownership interest in Merenco.





**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, 2007.  There have
        otherwise been no material changes in our risk factors from the information
        provided in Item 1A. Risk Factors.
  ***Our
        operations entail inherent casualty risks which may not be covered by adequate
        insurance.***
 
 We
        must
        continually acquire, explore and develop new oil and natural gas reserves
        to
        replace those produced and sold. Our hydrocarbon reserves and revenues will
        decline if we are not successful in our drilling, acquisition or exploration
        activities. We hope to maintain our reserve base primarily through successful
        exploration and production operations, but we may not be successful in this
        regard. Casualty risks and other operating risks could cause reserves and
        revenues to decline.
 
 Our
        operations are subject to inherent casualty risks such as fires, blowouts,
        cratering and explosions. Other risks include pollution, the uncontrollable
        flows of oil, natural gas, brine or well fluids. These risks may result in
        injury or loss of life, suspension of operations, environmental damage or
        property and equipment damage, all of which would cause us to experience
        substantial financial loss. Our drilling operations involve risks from high
        pressures and from mechanical difficulties such as stuck pipes, collapsed
        casings and separated cables.
 
 Although
        many of our properties are located across Texas and southeast New Mexico
        and are
        not confined to one geographic area, our Tomball field, the largest producer
        in
        our current portfolio, and much of our Maverick business are located in the
        Gulf
        Coast region of Texas, an area that may be subject to catastrophic weather
        and
        natural disasters such as floods, earthquakes and hurricanes. If such disaster
        were to occur, it could severely disrupt our operations in that area and
        results
        of operations could be materially and adversely affected. In accordance with
        customary industry practice, we maintain insurance against some, but not
        all, of
        these risks. There can be no assurance that any insurance will be adequate
        to
        cover any losses or liabilities. We cannot predict the continued availability
        of
        insurance, or its availability at premium levels that justify its purchase.
        In
        addition, we may be liable for environmental damages caused by previous owners
        of properties that we purchased, which liabilities would not be covered by
        our
        insurance. We are currently unaware of any material liability we may have
        for
        environmental damages caused by previous owners of properties purchased by
        us.
 
 ***Maverick
        Engineering, our wholly owned subsidiary, is dependent upon a small number
        of
        customers for a large portion of its net revenues, and a decline in sales
        to its
        major customers could harm Maverick's results of
        operations.***
 
 A
        small
        number of customers are responsible for a significant portion of Maverick's
        net
        revenues. During 2007, Maverick's 5 largest customers accounted for
        approximately $22 million out of its $33.8 million of net revenues. Maverick's
        customer concentration could increase or decrease depending on future customer
        requirements, which will depend in large part on business conditions in the
        market sectors in which Maverick's customers participate. The loss of one
        or
        more major customers or a decline in sales to our major customers could
        significantly harm Maverick's business and results of operations. If Maverick
        is
        not able to expand its customer base, it will continue to depend upon a small
        number of customers for a significant percentage of its sales. There can
        be no
        assurance that its current customers will not reduce the amount of services
        for
        which we are retained or otherwise terminate their relationship with
        us.




**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.




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




None .




32


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




**Exhibit**
              **Number**
            
            **Exhibit
                Description**2.1
            
            Asset
                Acquisition Agreement and Plan of Reorganization dated October 4,
                2006 by
                and among Platinum, Tandem Energy Corporation, a Colorado corporation,
                and
                PER Acquisition Corporation, a Delaware corporation and wholly owned
                subsidiary of the Corporation (included as Annex A of the Definitive
                Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.2
            
            Amendment
                No. 1 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                December 6, 2006 by and among Platinum, Tandem Energy Corporation
                and PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.3
            
            Amendment
                No. 2 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                February 9, 2007 by and among Platinum, Tandem Energy Corporation
                and PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.4
            
            Amendment
                No. 3 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                March 29, 2007 by and among Platinum, Tandem Energy Corporation and
                PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.5
            
            Amendment
                No. 4 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                June 1, 2007 by and among Platinum, Tandem Energy Corporation and
                PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.6
            
            Amendment
                No. 5 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                July 18, 2007 by and among Platinum, Tandem Energy Corporation and
                PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)





2.7
            
            Amendment
                No. 6 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                September 4, 2007 by and among Platinum, Tandem Energy Corporation
                and PER
                Acquisition Corporation (included as Annex A of the Definitive Proxy
                Statement (File No. 000-51553), filed October 17, 2007 and incorporated
                by
                reference herein)2.8
            
            Amendment
                No. 7 to the Asset Acquisition Agreement and Plan of Reorganization
                dated
                October 26, 2007 by and among Platinum, Tandem Energy Corporation
                and PER
                Acquisition Corporation (incorporated by reference from Exhibit 2.8
                to
                Platinum’s Current Report on Form 8-K filed November 1,
                2007)2.9
            
            Agreement
                and Plan of Merger among Platinum Energy Resources, Inc., PERMSub,
                Inc.,
                Maverick Engineering, Inc. and Robert L. Kovar Services, LLC as
                Stockholder Representative entered into as of March 18, 2008 (incorporated
                by reference from Exhibit 2.1 to Platinum’s Current Report on Form 8-K
                filed March 20, 2008)3.1
            
            Amended
                and Restated Certificate of Incorporation of Platinum (incorporated
                by
                reference from Exhibit 3.1 to Platinum’s Current Report on Form 8-K filed
                November 1, 2007)3.2
            
            Amended
                and Restated Bylaws of Platinum (incorporated by reference from Exhibit
                3.2 to Platinum’s Current Report on Form 8-K filed November 1,
                2007)4.1
            
            Specimen
                Unit Certificate (incorporated by reference from Exhibit 4.1 to Platinum’s
                Registration Statement on Form S-1 (File No. 333-125687) on June
                10,
                2005)4.2
            
            Specimen
                Common Stock Certificate (incorporated by reference from Exhibit
                4.2 to
                Platinum’s Registration Statement on Form S-1 (File No. 333-125687) on
                June 10, 2005)4.3
            
            Specimen
                Warrant Certificate (incorporated by reference from Exhibit 4.3 to
                Platinum’s Registration Statement on Form S-1 (File No. 333-125687) on
                June 10, 2005)4.4
            
            Form
                of Warrant Agreement between American Stock Transfer & Trust Company
                and the Registrant (incorporated by reference from Exhibit 4.4 to
                Platinum’s Registration Statement on Form S-1 (File No. 333-125687) on
                June 10, 2005)






33




4.5
            
            Form
                of Unit Purchase Option to be granted to Representative (incorporated
                by
                reference from Exhibit 4.5 to Platinum’s Registration Statement on Form
                S-1 (File No. 333-125687) on June 10, 2005)4.6
            
            Warrant
                Clarification and Confirmation Agreement, dated as of November 3,
                2006,
                between Platinum Resources, Inc. and American Stock Transfer and
                Trust
                Company (incorporated by reference from Exhibit 4.1 to Platinum’s Current
                Report on Form 8-K filed November 9, 2006)4.7
            
            Amendment
                to Unit Purchase Options, dated as of November 3, 2006, among Platinum
                Energy Resources, Inc. and the holders of Unit Purchase Options
                (incorporated by reference from Exhibit 4.2 to Platinum’s Current Report
                on Form 8-K filed November 9, 2006)


10.1
            
            Credit
                Agreement among Tandem Energy Corporation, PER Gulf Coast, Inc. and
                Bank
                of Texas, N.A. entered into as of March 14, 2008 (incorporated by
                reference from Exhibit 10.1 to Platinum’s Current Report on Form 8-K filed
                March 20, 2008)10.2
            
            Credit
                Agreement, effective as of June 8, 2005, between TEC and Guaranty
                Bank,
                FSB (incorporated by reference from Exhibit 10.1 to Platinum’s Current
                Report on Form 8-K filed November 1, 2007)10.3
            
            First
                Amendment to Credit Agreement, effective as of October 21, 2005,
                between
                TEC and Guaranty Bank, FSB (incorporated by reference from Exhibit
                10.2 to
                Platinum’s Current Report on Form 8-K filed November 1,
                2007)10.4
            
            Waiver
                and Second Amendment to Credit Agreement, effective as of February
                15,
                2006, between TEC and Guaranty Bank, FSB (incorporated by reference
                from
                Exhibit 10.3 to Platinum’s Current Report on Form 8-K filed November 1,
                2007)10.5
            
            Assignment,
                Waiver and Third Amendment to Credit Agreement, effective as of October
                26, 2007, among TEC, New TEC and Guaranty Bank, FSB (incorporated
                by
                reference from Exhibit 10.4 to Platinum’s Current Report on Form 8-K filed
                November 1, 2007)10.6
            
            Platinum’s
                2006 Long-Term Incentive Compensation Plan (incorporated by reference
                from
                Exhibit 10.5 to Platinum’s Current Report on Form 8-K filed November 1,
                2007)10.7
            
            Office
                Lease Agreement executed July 28, 2006 by and between Loraine at
                Texas
                Office Tower, Ltd. dba Centennial Tower, Ltd. and TEC (incorporated
                by
                reference from Exhibit 10.6 to Platinum’s Current Report on Form 8-K filed
                November 1, 2007)10.8
            
            Form
                of Stock Escrow Agreement between the Registrant, American Stock
                Transfer
                & Trust Company and the Initial Stockholders (incorporated by
                reference from Exhibit 10.10 to Platinum’s Registration Statement on Form
                S-1 (File No. 333-125687) on June 10, 2005)10.9
            
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders (incorporated by reference from Exhibit 10.13 to Platinum’s
                Registration Statement on Form S-1 (File No. 333-125687) on June
                10,
                2005)10.10
            
            Purchase
                and Sale Agreement, dated December 18, 2007 entered into between
                Tandem
                Energy Corporation and Lothian Oil, Inc. (incorporated by reference
                from
                Exhibit 10.1 to Platinum’s Current Report on Form 8-K filed on January 3,
                2008)10.11
            
            Amendment,
                dated December 27, 2007 to Purchase and Sale Agreement, dated December
                18,
                2007 entered into between Tandem Energy Corporation and Lothian Oil,
                Inc.
                (incorporated by reference from Exhibit 10.2 to Platinum’s Current Report
                on Form 8-K filed on January 3,
                2008)




34




31
            
            Section
                302 Certification of Principal Executive and Financial
                Officer32.1
            
            Section
                906 Certification




35





**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:
                May 12, 2008
            By:
            /s/
                Barry KostinerBarry
                Kostiner
              Chief
                Executive Officer


36