**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
  **FORM
        10-Q**
  x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
  For
        the
        quarterly period ended September 30, 2005
  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 ofincorporation
                  or organization)
              
              (I.R.S.
                  Employer Identification No.)**3
                  Paragon Drive**
                **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 Exchange Act during the past 12 months
        (or
        for such shorter period that the Registrant was required to file such reports),
        and (2) has been subject to such filing requirements for the past 90 days.
        Yes
        [X] No [ ]
  Indicate
        by check mark whether the Registrant is an accelerated filer (as defined
        in Rule
        12b-2 of the Exchange Act). Yes [ ] No [X]
  Indicated
        by check mark whether the Registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [X] No [ ]
  As
        of
        October 28, 2005, 18,000,000 shares of the registrant’s common stock, par value
        $0.0001 per share, were outstanding.
 
 **PLATINUM
                    ENERGY RESOURCES, INC.****Table
                    of Contents**PART
                    I - FINANCIAL INFORMATION
                1Item 
                      1
                .
                Financial
                    Statements (unaudited):
                1Condensed
                    Balance Sheet
                1Condensed
                    Statements of Operations
                2Condensed
                    Statement of Stockholders’ Equity
                3Condensed
                    Statement of Cash Flows
                4Notes
                    to Condensed Financial Statements
                5Item
                    2
                .
                Management’s
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
                10Item
                    3
                .
                Quantitative
                    and Qualitative Disclosures About Market Risk
                11Item
                    4
                .
                Controls
                    and Procedures
                11PART
                    II - OTHER INFORMATION
                11Item
                    1
                .
                Legal
                    Proceedings
                13Item
                    2
                .
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                13Item
                    3
                .
                Defaults
                    Upon Senior Securities
                13Item
                    4
                .
                Submission
                    of Matters to a Vote of Security Holders
                13Item
                    5
                .
                Other
                    Information
                13Item
                    6
                .
                Exhibits
                13Signatures
                14
  
 **PART
        I** - **FINANCIAL
        INFORMATION**
  **Item
        1.**  **Financial
        Statements**
  **PLATINUM
        ENERGY RESOURCES, INC.**
 (A
        Development Stage Enterprise)
 **CONDENSED
        BALANCE SHEET**
 **(Unaudited)**
 **September
        30, 2005**
  **ASSETS****Current
                  asset**Cash
              
              $
              3,647Total
                  Current Assets
              
              3,647Deferred
                  offering costs
              
              207,706Total
                  current assets
              
              $
              211,353**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****Current
                  liabilities**Accrued
                  expenses
              
              $
              2,860Advance
                  from stockholder
              
              10,208Note
                  payable - stockholder
              
              180,000Total
                  current liabilities
              
              193,068**Stockholders’
                  equity**Preferred
                  stock, $.0001 par value, authorized 1,000,000 shares; none
                  issuedCommon
                  stock, $.0001 par value, authorized 75,000,000 shares; issued and
                  outstanding 3,600,000 shares
              
              360Additional
                  paid-in capital
              
              24,640Deficit
                  accumulated during the development stage
              
              (6,715
              )Total
                  stockholders’ equity
              
              18,285Total
                  liabilities and stockholders’ equity
              
              $
              211,353
  *See
        notes to condensed financial statements.*
 1
  **PLATINUM
        ENERGY RESOURCES, INC.**
 (A
        Development Stage Enterprise)
 **CONDENSED
        STATEMENTS OF OPERATIONS**
  **Three
                  Months Ended**
                **September
                  30, 2005**
              
              **For
                  the Period**
                **April
                  25, 2005**
                **(Inception)
                  to**
                **September
                  30, 2005****(Unaudited)**
              
              **(Unaudited)****Formation
                  costs**
              
              $
              —
              
              $
              1,000**Interest
                  expense - stockholder**
              
              1,767
              
              2,859**Other
                  expenses**
              
              
              137
              
              
              2,856**Net
                  loss**
              
              $
              1,904
              
              $
              6,715**Weighted
                  average shares outstanding**
              
              3,600,000
              
              3,600,000**Net
                  loss per share**
              
              $
              —
              
              $
              —
  *See
        notes to condensed financial statements.*
 2
  **PLATINUM
        ENERGY RESOURCES, INC.**
 (A
        Development Stage Enterprise)
 **CONDENSED
        STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE PERIOD APRIL 25, 2005 (INCEPTION) TO SEPTEMBER 30,
        2005**
 **(Unaudited)**
 
 **Common
                  Stock**
                **Shares****Amount**
              
              **Additional
                  Paid-in Capital**
              
              **Deficit**
                **Accumulated**
                **During
                  the**
                **Development
                  Stage**
              
              **TOTAL**
                **Stockholders’**
                **Equity**Common
                  shares issued to founders, May 6, 2005, at $.0077 per
                  share
              
              3,250,000
              
              $
              325
              
              $
              24,675
              
              $
              —
              
              $
              25,000Effect
                  of common stock dividend, declared effective September 23,
                  2005
              
              1,250,000
              
              125
              
              (125)
              
              —
              
              —Retroactive
                  effect of four-for-five reverse stock split effected October 21,
                  2005
              
              (900,000
              )
              (90
              )
              90
              
              —
              
              —Net
                  loss
              
              
              
              
              
              
              
              (6,715
              )
              (6,715)Balances
                  at September 30, 2005
              
              3,600,000
              
              $
              360
              
              $
              24,640
              
              $
              (6,715
              )
              $
              18,285
  *See
        notes to condensed financial statements.*
  3
   **PLATINUM
        ENERGY RESOURCES, INC.**
 (A
        Development Stage Enterprise)
 **CONDENSED
        STATEMENT OF CASH FLOWS**
 **For
        period April 25, 2005 (Inception) to September 30, 2005**
 **(Unaudited)**
  **Cash
                  flows from operating activities**Net
                  loss
              
              $
              (6,715
              )Adjustments
                  to reconcile net loss to net cash provided by activities:Accrued
                  expenses
              
              2,860Advance
                  from stockholder
              
              10,208**Net
                  cash provided by operating activities**
              
              6,353**Cash
                  flows from financing activities**Proceeds
                  from notes payable-stockholder
              
              180,000Proceeds
                  from the sale of common stock
              
              25,000Payments
                  for deferred offering costs
              
              (207,706
              )**Net
                  cash used in financing activities**
              
              (2,706
              )**Net
                  increase in cash**
              
              3,647**Cash,
                  beginning of period**
              
              —**Cash,
                  end of period**
              
              $
              3,647
 *See
        notes to condensed financial statements.*
  4
  **PLATINUM
        ENERGY RESOURCES, INC.**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **NOTE
        1 - Nature of Operations and Summary of Significant Accounting Policies**
 
 Platinum
        Energy Resources, Inc. (a development stage enterprise) (the "Company") was
        incorporated in Delaware on April 25, 2005 as a blank check company with
        the
        objective of acquiring an operating business in the energy industry.
 
 As
        of June 30, 2005, the Company had not yet commenced any operations.
        All
        activities through June 30, 2005 relate to the Company's formation and the
        public offering described below. The Company selected December 31 as its
        fiscal
        year-end.
 
 As
        more
        fully described in Note 7, Subsequent Events-Initial Public Offering, on
        October
        24, 2005, the Company successfully completed a public offering (“Offering”) of
        14,400,000 Units of its securities resulting in net proceeds of $106,472,000.
        The Company's management has broad discretion with respect to the specific
        application of the net proceeds of the Offering, although substantially all
        of
        the net proceeds of the Offering are intended to be generally applied toward
        consummating a business combination with an operating business in the energy
        industry ("Business Combination"). Furthermore, there is no assurance that
        the
        Company will be able to successfully affect a Business Combination. At least
        ninety percent (90%) of the net proceeds, after payment of certain amounts
        to
        the underwriter, will be held in a trust account ("Trust Account") and invested
        in United States Treasury Bills having a maturity of 180 days or less or
        in
        money market funds meeting certain conditions under Rule 2a-7 promulgated
        under
        the Investment Company Act of 1940 until the earlier of the consummation
        of its
        first Business Combination or liquidation of the Company. The remaining net
        proceeds (not held in the Trust Account) may be used to pay for business,
        legal
        and accounting due diligence on prospective acquisitions and continuing general
        and administrative expenses. The Company, after signing a definitive agreement
        for the acquisition of a target business, will submit such transaction for
        stockholder approval. In the event that stockholders owning 20% or more of
        the
        shares sold in the Offering vote against the Business Combination and exercise
        their conversion rights described below, the Business Combination will not
        be
        consummated. All of the Company's stockholders prior to the Offering, including
        all of the officers and directors of the Company ("Founding Stockholders"),
        have
        agreed to vote their original 3,600,000 founding shares of common stock in
        accordance with the vote of the majority in interest of all other stockholders
        of the Company ("Public Stockholders") with respect to any Business Combination.
        After consummation of a Business Combination, these voting safeguards will
        no
        longer be applicable.
 
 An
        amount
        of $105,408,000 is being held in a trust account at HSBC maintained by American
        Stock Transfer & Trust Company and invested until the earlier of (i) the
        consummation of the Company’s first business combination or (ii) the liquidation
        of the Company. The remaining proceeds may be used to pay for business, legal
        and accounting due diligence on prospective acquisitions and continuing general
        and administrative expenses.
 
 With
        respect to a Business Combination that is approved and consummated, any Public
        Stockholder who voted against the Business Combination may demand that the
        Company convert his or her shares. The per share conversion price will equal
        the
        amount in the Trust Account, calculated as of two business days prior to
        the
        consummation of the Business Combination, divided by the number of shares
        of
        common stock held by Public Stockholders at the consummation of the Offering.
        Accordingly, Public Stockholders holding 19.99% of the aggregate number of
        shares owned by all Public Stockholders may seek conversion of their shares
        in
        the event of a Business Combination. Such Public Stockholders are entitled
        to
        receive their per-share interest in the Trust Account computed without regard
        to
        the shares held by Founding Stockholders.
  5
 **NOTE
          1 - Nature of Operations and Summary of Significant Accounting Policies
          (continued)**
 The
        Company's Certificate of Incorporation provides for mandatory liquidation
        of the
        Company in the event that the Company does not consummate a Business Combination
        within 18 months from the date of the consummation of the Offering, or 24
        months
        from the consummation of the Offering if certain extension criteria have
        been
        satisfied. In the event of liquidation, it is likely that the per share value
        of
        the residual assets remaining available for distribution (including Trust
        Fund
        assets) will be less than the initial public offering price per share in
        the
        Offering (assuming no value is attributed to the Warrants contained in the
        Units
        to be offered in the Offering discussed in Note 7).
  *Income
        Taxes*
 
 Deferred
        income taxes are provided for the differences between the bases of assets
        and
        liabilities for financial reporting and income tax purposes. A valuation
        allowance is established when necessary to reduce deferred tax assets to
        the
        amount expected to be realized.
 
 The
        Company recorded a deferred income tax asset for the tax effect of net operating
        loss carryforwards and temporary differences, aggregating approximately $2,700.
        In recognition of the uncertainty regarding the ultimate amount of income
        tax
        benefits to be derived, the Company has recorded a full valuation allowance
        at
        September 30, 2005.
 
 The
        effective tax rate differs from the statutory rate of 34% due to the increase
        in
        the valuation allowance.
 
 *Common
        stock*
 
 Effective
        September 23, 2005, the Board of Directors approved a common stock dividend
        of
        0.3846153 common shares for each one common share held. This resulted in
        the
        issuance of an additional 1,250,000 common shares. In addition, a four-for-five
        reverse stock split was approved by the Board of Directors on October 21,
        2005,
        which resulted in a reduction of 900,000 issued and outstanding common shares.
        These transactions have been given retroactive effect in the accompanying
        condensed financial statements.
 
 *Loss
        Per Share*
 
 Loss
        per
        share is computed by dividing the net loss by the weighted-average number
        of
        shares of common stock outstanding during the period.
 
 *Use
        of Estimates*
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those estimates.
 
 Management
        does not believe that any recently issued, but not yet effective accounting
        standards, if currently adopted, would have a material effect on the
        accompanying financial statements.
  6
 **NOTE
        2 - Basis of Presentation**
 
 The
        accompanying condensed unaudited interim financial statements have been prepared
        by the Company in accordance with accounting principles generally accepted
        in
        the United States of America for interim financial statements and the
        instructions to Form 10-Q. These financial statements reflect all adjustments,
        consisting of normal and recurring adjustments and accruals, which are, in
        the
        opinion of management, necessary for a fair presentation of the financial
        position of the Company as of September 30, 2005 and the results of operations
        and cash flows for the three months ended September 30, 2005, and for the
        period
        April 25, 2005 (inception) through September 30, 2005, in conformity with
        accounting principles generally accepted in the United States of America
        applicable to interim periods. Accordingly, certain information and footnote
        disclosures normally included in annual financial statements prepared in
        accordance with generally accepted accounting principles have been condensed
        or
        omitted. The results of operations presented are not necessarily indicative
        of
        the results to be expected for the future quarters or for the year ending
        December 31, 2005.
 
 **NOTE
        3 - Deferred Offering Costs**
 
 Deferred
        offering costs consist principally of underwriting fees, legal, accounting
        and
        other costs incurred through the balance sheet date that are related to the
        Offering. These costs will be charged to capital upon the receipt of the
        capital
        raised.
  **NOTE
        4 - Note Payable - Stockholder**
 
 The
        Company received $180,000 from the proceeds of a note payable issued to Mark
        Nordlicht, an officer and stockholder of the Company. The note bears interest
        at
        4% per annum and is payable on the earlier of May 5, 2006 or the consummation
        of
        the Offering.
 
 **NOTE
        5 - Commitments**
 
 The
        Company presently occupies office space provided by an affiliate of a Founding
        Stockholder. Such affiliate has agreed that, until the acquisition of a target
        business by the Company, it will make such office space, as well as certain
        office and secretarial services, available to the Company, as may be required
        by
        the Company from time to time. The Company has agreed to pay such affiliate
        $7,500 per month for such office space and services commencing on the effective
        date of the Offering. Upon completion of a business combination or the
        distribution of the trust account to the public stockholders, the Company
        will
        no longer be required to pay this monthly rental fee.
 
 Pursuant
        to a letter of intent executed on May 4, 2005 with Casimir Capital LP (“CCLP”)
        with respect to the Offering, the Company is obligated to CCLP for its
        reasonable out-of-pocket accountable expenses actually incurred up to $50,000
        in
        the event that either party elects not to proceed with the public offering.
        Of
        this amount, $25,000 representing the initial amount due upon execution of
        this
        letter of intent was paid and is included in Deferred offering costs in the
        accompanying condensed balance sheet.
  The
        Company has engaged CCLP, the representative of the underwriters, on a
        non-exclusive basis, as its agent for the solicitation of the exercise of
        the
        Warrants issuable in the Offering (see Note 7). To the extent not inconsistent
        with the guidelines of the National Association of Securities Dealers (“NASD”)
        and the rules and regulations of the Securities and Exchange Commission (“SEC”),
        the Company has agreed to pay the CCLP for bona fide services rendered, a
        commission equal to 5% of the exercise price for each warrant exercised more
        than one year after the date of 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:
  7
  ·
                    the
                        market price of the underlying shares of common stock is
                        lower than the
                        exercise price;
  ·
              the
                  holder of the warrants has not confirmed in writing that the underwriters
                  solicited the exercise;
  ·
              the
                  warrants are held in a discretionary
                  account;
  ·
              the
                  warrants are exercised in an unsolicited transaction;
                  or
  ·
              the
                  arrangement to pay the commission is not disclosed in the prospectus
                  provided to warrant holders at the time of
                  exercise.
 
 **NOTE
        6 - Preferred Stock**
 
 The
        Company is authorized to issue 1,000,000 shares of preferred stock with such
        designations, voting and other rights and preferences as may be determined
        from
        time to time by the Board of Directors.
  **NOTE
        7 - Subsequent Event - 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
        the later of the completion of a business combination with a target business
        or
        one year from the effective date of the Offering (October 24, 2005) and expiring
        four years from the effective date of the Offering. The Warrants will be
        redeemable, 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 $10.20 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.
  In
        connection with the offering, the Company issued an option, for $100, to
        the
        representative of the underwriters to purchase up to 720,000 Units at an
        exercise of $10 per Unit. The Units issuable upon exercise of this option
        are
        identical to those described in the preceding paragraph, except that the
        warrants underlying the Units will be exercisable at $7.50 per share. This
        option is exercisable at $10.00 per Unit commencing on the later of the
        consummation of a business combination and one year from the effective date
        of
        the offering (October 24, 2005) and expiring five years from that date of
        the
        related prospectus. The option may be exercised for cash or on a “cashless”
        basis, at the holder’s option, such that the holder may use the appreciated
        value of the option (the difference between the exercise prices of the option
        and the underlying Warrants and the market price of the Units and underlying
        securities) to exercise the option without the payment of any cash.
  The
        option and the 720,000 units, the 720,000 shares of common stock and the
        720,000
        warrants underlying such units, and the 720,000 shares of common stock
        underlying such warrants, have been deemed compensation by the NASD and are
        therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the
        NASD
        Conduct Rules. Additionally, the option may not be sold, transferred, assigned,
        pledged or hypothecated for a one-year period (including the foregoing 180-day
        period) following the date of this prospectus. Although the purchase option
        and
        its underlying securities are intended to be registered under the Offering
        documents, 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 1933 of the
        securities directly and indirectly issuable upon exercise of the option.
        The
        Company would be obligated to bear all fees and expenses attendant to
        registering the securities, other than underwriting commissions, which will
        be
        paid for by the holders themselves.
  The
        exercise price and number of units issuable upon exercise of the option may
        be
        adjusted in certain circumstances including in the event of a stock dividend,
        or
        recapitalization, reorganization, merger or consolidation. However, the option
        will not be adjusted for issuances of common stock at a price below its exercise
        price.
  8
 The
        Company has accounted for the fair value of the option, inclusive of the
        receipt
        of the $100 cash payment, as an expense of the public offering resulting
        in a
        charge directly to stockholders’ equity. The Company estimates that the fair
        value of this option is approximately $2,412,000 ($0.168 per Unit) using
        a
        Black-Scholes option-pricing model. The fair value of the option granted
        to the
        representative of the Underwriters (the “Representative”) is estimated as of the
        date of grant using the following assumptions: (1) expected volatility of
        49.65%, (2) risk-free interest rate of 4.34% and (3) expected life of 5
        years.
  
 The
        volatility calculation of 49.65% is based on the 365-day average volatility
        of a
        representative sample of seven (7) companies with an average market
        capitalization of $407 million, ranging from $309 million to
        $595 million, that management believes are engaged in the oil and
        gas
        energy and production industry (the “Sample Companies”). Because the Company
        does not have a trading history, the Company needed to estimate the potential
        volatility of its common stock price, which will depend on a number of factors
        which cannot be ascertained at this time. The Company referred to the 365-day
        average volatility of the Sample Companies because management believes that
        the
        average volatility of such companies is a reasonable benchmark to use in
        estimating the expected volatility of the Company’s common stock post-business
        combination. A one-year period was selected as being representative of the
        current environment and market valuations for companies in this sector. Although
        an expected life of five years was taken into account for purposes of assigning
        a fair value to the option, if the Company does not consummate a business
        combination within the prescribed time period and liquidates, the option
        would
        become worthless.
  9
 **Item
        2.**  **Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operations.**
  This
        Quarterly Report on Form 10-Q includes forward-looking statements within
        the
        meaning of Section 27A of the Securities Act of 1933, as amended, and Section
        21E of the Securities Exchange Act of 1934, as amended. We have based these
        forward-looking statements on our current expectations and projections about
        future events. These forward-looking statements are subject to known and
        unknown
        risks, uncertainties and assumptions about us that may cause our actual results,
        levels of activity, performance or achievements to be materially different
        from
        any future results, levels of activity, performance or achievements expressed
        or
        implied by such forward-looking statements. In some cases, you can identify
        forward-looking statements by terminology such as “may,”  “should,” 
“could,”  “would,”  “expect,”  “plan,”  “anticipate,” 
“believe,”  “estimate,”  “continue,” or the negative of such terms or
        other similar expressions. Factors that might cause or contribute to such
        a
        discrepancy include, but are not limited to, those described in our other
        Securities and Exchange Commission filings. The following discussion should
        be
        read in conjunction with our Financial Statements and related Notes thereto
        included elsewhere in this report.
  We
        were
        formed on April 25, 2005, to serve as a vehicle to effect a merger, capital
        stock exchange, asset acquisition or other similar business combination with
        an
        unidentified operating business in the global oil and gas exploration and
        production, or E&P industry. Our initial business combination must be with a
        target business or businesses whose fair market value is at least equal to
        80%
        of net assets at the time of such acquisition. We intend to utilize cash
        derived
        from the proceeds of our recently completed public offering, our capital
        stock,
        debt or a combination of cash, capital stock and debt, in effecting a business
        combination.
  For
        the
        three months ended September 30, 2005, we had a net loss of $1,904, attributable
        to interest expense and expenses in connection with the initial public
        offering.
  For
        the
        period from April 25, 2005 (inception) through September 30, 2005, we had
        a net
        loss of $6,715, attributable to organization and formation expenses, interest
        expense and expenses in connection with the initial public
        offering.
  On
        October 28, 2005, we consummated our initial public offering of 14,400,000
        units. Each unit consists of one share of common stock and one redeemable
        common
        stock purchase warrant. Each warrant entitles the holder to purchase from
        us one
        share of our common stock at an exercise price of $6.00.
  Our
        net
        proceeds from the sale of our units, after deducting certain offering expenses
        of approximately $1,818,000, including $1,152,000 evidencing the underwriters’
        non-accountable expense allowance of 1% of the gross proceeds (excluding
        the
        proceeds from the underwriters’ over-allotment), and underwriting discounts of
        approximately $6,912,000, were approximately $106,470,000. Of this amount,
        $105,408,000 is being held in trust and the remaining $1,062,000 is being
        held
        outside of the trust. The remaining proceeds are available to be used by
        us to
        provide for business, legal and accounting due diligence on prospective
        acquisitions and continuing general and administrative expenses. We will
        use
        substantially all of the net proceeds of this offering to acquire a target
        business, including identifying and evaluating prospective acquisition
        candidates, selecting the target business, and structuring, negotiating and
        consummating the business combination. To the extent that our capital stock
        is
        used in whole or in part as consideration to effect a business combination,
        the
        proceeds held in the trust fund as well as any other net proceeds not expended
        will be used to finance the operations of the target business. We believe
        we
        will have sufficient available funds outside of the trust fund to operate
        through October 28, 2007, assuming that a business combination is not
        consummated during that time. From October 28, 2005 through October 28, 2007,
        we
        anticipate approximately $300,000 of expenses for legal, accounting and other
        expenses attendant to the due diligence investigations, structuring and
        negotiating of a business combination, an aggregate of $180,000 for the
        administrative fees payable to Platinum Partners Value Arbitrage, L.P. (a
        total
        of $7,500 per month for two years), $180,000 for the repayment of the note
        payable - stockholder, $100,000 for expenses for the due diligence and
        investigation of a target business, $50,000 of expenses in legal and accounting
        fees relating to our SEC reporting obligations and $358,000 for general working
        capital that will be used for miscellaneous expenses and reserves, including
        approximately $75,000 for director and officer liability insurance premiums.
        We
        do not believe we will need to raise additional funds in order to meet the
        expenditures required for operating our business. However, we may need to
        raise
        additional funds through a private offering of debt or equity securities
        if such
        funds are required to consummate a business combination that is presented
        to us.
        We would only consummate such a financing simultaneously with the consummation
        of a business combination.
  10
 Commencing
        on October 28, 2005 and ending upon the acquisition of a target business,
        we
        began incurring a fee of $4,656 per month for administrative and secretarial
        services from Platinum Partners Value Arbitrage, L.P., an affiliate of Mark
        Nordlicht, our chairman of the board. In addition, we pay $2,843 per month
        pursuant to a sublease for our Montvale, New Jersey office, which expires
        on
        April 29, 2009. In addition, Mr. Nordlicht loaned us an aggregate of $180,000
        for payment on our behalf of offering expenses. These loans were repaid
        following our initial public offering from the proceeds of the offering plus
        interest approximating $3,400.
  **Item
        3.**  **Quantitative
        and Qualitative Disclosures About Market Risk.**
  Market
        risk is the sensitivity of income to changes in interest rates, foreign
        exchanges, commodity prices, equity prices, and other market-driven rates
        or
        prices. We are not presently engaged in and, if a suitable business target
        is
        not identified by us prior to the prescribed liquidation date of the trust
        fund,
        we may not engage in, any substantive commercial business. Accordingly, we
        are
        not and, until such time as we consummate a business combination, we will
        not
        be, exposed to risks associated with foreign exchange rates, commodity prices,
        equity prices or other market-driven rates or prices. The net proceeds of
        our
        initial public offering held in the trust fund have been invested only in
        money
        market funds meeting certain conditions under Rule 2a-7 promulgated under
        the
        Investment Company Act of 1940. Given our limited risk in our exposure to
        money
        market funds, we do not view the interest rate risk to be significant.
  **Item
        4.**  **Controls
        and Procedures.**
  The
        Company maintains disclosure controls and procedures that are designed to
        ensure
        that information required to be disclosed in our reports filed pursuant to
        the
        Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
        and reported within the time periods specified in the SEC’s rules, regulations
        and related forms, and that such information is accumulated and communicated
        to
        our principal executive officer and principal financial officer, as appropriate,
        to allow timely decisions regarding required disclosure.
  Within
        the 90 days prior to the filing date of this quarterly report, the Company
        carried out an evaluation of the effectiveness of the design and operation
        of
        its disclosure controls and procedures. Based upon that evaluation, management
        concluded that the Company’s disclosure controls and procedures were effective
        in alerting it in a timely manner to information relating to the Company
        required to be disclosed in this report.
  The
        Company’s independent registered accounting firm Marcum & Kliegman, LLP
        (“M&K”), informed management that in connection with its review of the
        financial results for the period from April 25, 2005 (inception) to September
        30, 2005, M&K had discovered a condition which it deemed to be a significant
        deficiency (as defined by standards established by the Public Company Accounting
        Oversight Board), in the Company’s financial statement reporting process. A
        significant deficiency is a control deficiency where there is more than a
        remote
        likelihood a misstatement of the Company’s annual or interim financial
        statements that is more than inconsequential will not be prevented or detected.
        The significant deficiency related to the Company having two employees, Mr.
        Mark
        Nordlicht, who is Principal Executive Officer and Principal Financial Officer
        of
        the Company and Mr. Barry Kostiner, who
        is
        the Chief Executive Officer of the Company. Management has informed M&K that
        the risks associated with the dependence upon Messrs. Nordlicht and Kostiner,
        as
        compared to the potential benefits of adding new employees, do not justify
        the
        expenses that would need to be incurred to remedy this situation especially
        since the Company currently has no operations.
  Management
        will periodically re-evaluate this situation. If the situation changes and/or
        sufficient capital is obtained, it is the Company’s intention to increase
        staffing to mitigate the current dependence upon Mr. Nordlicht.
 11
  **PART
        II**  **** **-
        OTHER INFORMATION**
  **Item
        1.**  **Legal
        Proceedings.**
  There
        are
        no material legal proceedings pending against us.
  **Item
        2.**  **Unregistered
        Sales of Equity Securities and Use of Proceeds.**
  On
        October 28, 2005, we consummated our initial public offering of 14,400,000
        units. Each unit consists of one share of common stock and one redeemable
        common
        stock purchase warrant. Each warrant entitles the holder to purchase from
        us one
        share of our common stock at an exercise price of $6.00. The units were sold
        at
        an offering price of $8.00 per unit, generating total gross proceeds of
        $115,200,000. Casimir Capital L.P. and Cantor Fitzgerald & Co. acted as lead
        underwriters. The securities sold in the offering were registered under the
        Securities Act of 1933 on a registration statement on Form S-1 (No. 333-125687 ).
        The
        Securities and Exchange Commission declared the registration statement effective
        on October 24, 2005.
  We
        paid a
        total of $6,912,000 in underwriting discounts and commissions, and approximately
        $1,816,287 has been paid for costs and expenses related to the
        offering.
  After
        deducting the underwriting discounts and commissions and the offering expenses,
        the total net proceeds to us from the offering were approximately $106,471,713,
        of which $105,408,000 was deposited into a trust fund (or $7.32 per unit
        sold in
        the offering) and the remaining proceeds are available to be used to provide
        for
        business, legal and accounting due diligence on prospective business
        combinations and continuing general and administrative expenses.
  For
        a
        description of the use of the proceeds generated in our initial public offering,
        see Part I, Item 2 of this Form 10-Q.
  **Item
        3.**  **Defaults
        Upon Senior Securities.**
  Not
        applicable.
  **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
  Not
        applicable.
  **Item
        5.**  **Other
        Information.**
  Not
        applicable.
  **Item
        6.**  **Exhibits.**
  31.1
              Section
                  302 Certification of Principal Executive Officer31.2
              Section
                  302 Certification of Principal Financial Officer32.1
              Section
                  906 Certification
 12
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 **PLATINUM
                    ENERGY RESOURCES, INC.**Date: December
                  8, 2005
                By:
                /s/ Mark
                  NordlichtMark
                  Nordlicht*Chairman
                  of the Board*
    13