|        | ** **                                                                       |   |
|--------|----------------------------------------------------------------------------------|--------|
|   | ** **                                                                       |   |
|   | **UNITED  STATES  SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549** |
|   |

 

**FORM 10-QSB**
| **(Mark One)** |       |                                                                                              |
|----------------|------------|---------------------------------------------------------------------------------------------------|
| ** **     |       |                                                                                              |
| **x**          | ** ** | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**               |
| ** **     | ** ** | ** **                                                                                        |
| ** **     | ** ** | **For the  quarterly period ended March 31 , 2007**                                               |
| ** **     | ** ** | ** **                                                                                        |
| **o**          | ** ** | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE EXCHANGE ACT**                              |
| ** **     | ** ** | ** **                                                                                        |
| ** **     | ** ** | **For the  transition period from          to** |
| ** **     | ** ** | ** **                                                                                        |
| ** **     | ** ** | Commission File  Number: **000-52029**                                                            |

 

**PLATINUMRESEARCH ORGANIZATION, INC.**

(Exact name of smallbusiness issuer as specified in its charter)

| **Delaware**                                                                         |   | **20-2842514**              |
|--------------------------------------------------------------------------------------|--------|-----------------------------|
| (State of other jurisdiction  of                                                     |   | (I.R.S. Employer  I.D. No.) |
| incorporation or  organization)                                                      |   |                        |
|                                                                                 |   |                        |
| **2828  Routh Street, 5****th Floor, Dallas, Texas**                            |   | **75201**                   |
| (Address of  principal executive offices)                                            |   | (Zip Code)                  |
|                                                                                 |   |                        |
| Issuer’s  telephone number**   (214) 849-8900**                       |
|                                                                                 |
| **Not  Applicable**                                                                  |
| (Former names,  former address and former fiscal year, if changed since last report) |

 

Check whether the issuer (1) has filed all reports required to be filedby Section 13 or 15(d) of the Exchange Act during the past 12 months (or forsuch 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 shell company (asdefined in Rule 12b-2 of the Exchange Act).
|  | Yes   o | No   x |
|--|------------------------|-----------------------|

 

State the number ofshares outstanding of each of the issuer’s classes of common equity, as of thelatest practicable date. **75,000,000common shares issued and outstanding as of May 15, 2007**
| Transitional Small Business Disclosure Format (Check  one): | Yes   o | No   x |
|-------------------------------------------------------------|------------------------|-----------------------|

 

 

----

**TABLE OF CONTENTS**
| NOTE CONCERNING  FORWARD-LOOKING INFORMATION                             |   | 1  |
|--------------------------------------------------------------------------|--------|----|
| PART I - FINANCIAL  INFORMATION                                          |   | 1  |
| ITEM 1. FINANCIAL  STATEMENTS                                            |   | 1  |
| ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. |   | 18 |
| Formation and  Historical Information                                    |   | 18 |
| Plan of Operation                                                        |   | 18 |
| Liquidity and  Capital Resources                                         |   | 19 |
| Critical  Accounting Policies and Significant Judgments and Estimates    |   | 19 |
| Off-Balance Sheet  Arrangements                                          |   | 20 |
| ITEM 3. CONTROLS AND  PROCEDURES                                         |   | 20 |
| Evaluation of  Disclosure Controls and Procedures                        |   | 20 |
| Changes in  Internal Control over Financial Reporting                    |   | 20 |
| PART II - OTHER  INFORMATION                                             |   | 20 |
| ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                |   | 20 |

 

i

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# **NOTECONCERNING FORWARD-LOOKING INFORMATION**

The statements containedin this Form 10-QSB that are not purely historical are forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934. These include statementsabout our expectations, beliefs, intentions or strategies for the future, whichare indicated by words or phrases such as anticipate, expect, intend, plan,will, believe, management believes and similar words or phrases. Theforward-looking statements are based on our current expectations and aresubject to certain risks, uncertainties and assumptions. Our actual resultscould differ materially from results anticipated in these forward-lookingstatements. All forward-looking statements included in this document are basedon information available to us on the date hereof, and we assume no obligationto update any such forward-looking statements.

# **PART I -FINANCIAL INFORMATION**

## **ITEM 1. FINANCIAL STATEMENTS**

The interim financialstatements included herein are unaudited but reflect, in management’s opinion,all adjustments, consisting only of normal recurring adjustments necessary fora fair presentation of financial position and the results of our operations forthe interim periods presented.

The interim financialstatements should be read in conjunction with the financial statements ofPlatinum Research Organization, Inc. (the “Company”) and the notes theretocontained in the Company’s audited financial statements for the year endedDecember 31, 2006 presented in the Annual Report on Form 10-KSB that was filedwith the Securities and Exchange Commission (the “SEC”) on March 23, 2007.

Interim results are notnecessarily indicative of results for the full fiscal year.

1

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**Platinum Research Organization, Inc.**

**(A Development Stage Company)**

Balance Sheets

(Unaudited)
| ** **                                                      | ** ** | **As at  March 31,  2007** | ** ** | **As at  December 31,  2006  (Audited)** | ** ** |
|-----------------------------------------------------------------|------------|--------------------------------------|------------|----------------------------------------------------|------------|
| ** **                                                      | ** ** | **$**                                | ** ** | **$**                                              | ** ** |
| ** **                                                      | ** ** | ** **                           | ** ** | ** **                                         | ** ** |
| **Assets**                                                      |       |                                 |       |                                               |       |
| ** **                                                      |       |                                 |       |                                               |       |
| **Current**                                                     |       |                                 |       |                                               |       |
| Cash and cash  equivalents                                      |       | 510,429                              |       | 44,748                                             |       |
| Restricted cash and  cash equivalents                           |       | —                               |       | 1,000,000                                          |       |
| Loan receivable (Note  4)                                       |       | 1,020,000                            |       | —                                             |       |
|                                                            |       |                                 |       |                                               |       |
| Total Assets                                                    |       | 1,530,429                            |       | 1,044,748                                          |       |
| ** **                                                      |       |                                 |       |                                               |       |
| **Liabilities**                                                 |       |                                 |       |                                               |       |
|                                                            |       |                                 |       |                                               |       |
| **Current**                                                     |       |                                 |       |                                               |       |
| Accounts payable and  accrued liabilities (Note 3)              |       | 13,653                               |       | 16,401                                             |       |
| Accrued interest (Note  6)                                      |       | 39,179                               |       | 14,521                                             |       |
| Convertible promissory  notes payable (Note 6)                  |       | 1,000,000                            |       | 1,000,000                                          |       |
| ** **                                                      |       |                                 |       |                                               |       |
| Total Liabilities                                               |       | 1,052,832                            |       | 1,030,922                                          |       |
| ** **                                                      |       |                                 |       |                                               |       |
| **Stockholders’ equity**                                   |       |                                 |       |                                               |       |
| **Capital stock (Note 5)**                                      |       |                                 |       |                                               |       |
| Authorized                                                      |       |                                 |       |                                               |       |
| 400,000,000 common  shares, par value $0.001                    |       |                                 |       |                                               |       |
| 100,000,000 preferred  shares, par value $0.001                 |       |                                 |       |                                               |       |
| Issued and outstanding                                          |       |                                 |       |                                               |       |
| March 31, 2007 -  42,500,000 common shares, par value $0.001    |       |                                 |       |                                               |       |
| December 31,  2006 - 32,500,000 common shares, par value $0.001 |       | 42,808                               |       | 32,500                                             |       |
| **Warrants**                                                    |       | —                               |       | 308                                                |       |
| **Additional paid-in capital**                                  |       | 596,192                              |       | 100,192                                            |       |
| **Deficit, accumulated during the  development stage**          |       | (161,403                             | )          | (119,174                                           | )          |
|                                                            |       |                                 |       |                                               |       |
| Total Stockholders’  Equity                                |       | 477,597                              |       | 13,826                                             |       |
|                                                            |       |                                 |       |                                               |       |
| Total Liabilities and Stockholders’ Equity                 |       | 1,530,429                            |       | 1,044,748                                          |       |

 

**Natureand Continuance of Operations**(Note 1) and **Subsequent Events**(Note11)

The accompanyingnotes are an integral part of these financial statements

2

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**Platinum Research Organization, Inc.**

**(A Development Stage Company)**

Statements of Operations

(Unaudited)
| ** **                                                                   | ** ** | **For the  period  from the  date of  inception  on May  13, 2005 to  March 31,  2007** | ** ** | **For the  three  month  period  ended  March 31,  2007** | ** ** | **For the  three  month  period  ended  March 31,  2006** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                                                                   | ** ** | **$**                                                                                                                      | ** ** | **$**                                                               | ** ** | **$**                                                               | ** ** |
|                                                                         | ** ** | ** **                                                                                                                 | ** ** | ** **                                                          | ** ** | ** **                                                          | ** ** |
| **Expenses**                                                                 |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| Bank charges                                                                 |       | 1,159                                                                                                                      |       | —                                                              |       | 1,104                                                               |       |
| Consulting fees                                                              |       | 10,000                                                                                                                     |       | —                                                              |       | 2,500                                                               |       |
| Legal and  accounting                                                        |       | 55,171                                                                                                                     |       | 4,496                                                               |       | 4,559                                                               |       |
| Listing and  filing fees                                                     |       | 26,752                                                                                                                     |       | 26,372                                                              |       | —                                                              |       |
| Management fees  (Notes 7 and 10)                                            |       | 25,500                                                                                                                     |       | 5,100                                                               |       | 5,100                                                               |       |
| Marketing                                                                    |       | 16,680                                                                                                                     |       | —                                                              |       | —                                                              |       |
| Office and  miscellaneous                                                    |       | 244                                                                                                                        |       | —                                                              |       | —                                                              |       |
| Rent (Notes 7  and 10)                                                       |       | 4,500                                                                                                                      |       | 900                                                                 |       | 900                                                                 |       |
| Transfer agent  fees                                                         |       | 2,229                                                                                                                      |       | 703                                                                 |       | 100                                                                 |       |
|                                                                         | ** ** | ** **                                                                                                                 | ** ** | ** **                                                          | ** ** | ** **                                                          | ** ** |
| **Loss  before other items**                                                 |       | (142,235                                                                                                                   | )          | (37,571                                                             | )          | (14,263                                                             | )          |
| ** **                                                                   |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| **Other  item**                                                              |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| Interest income                                                              |       | 20,000                                                                                                                     |       | 20,000                                                              |       | —                                                              |       |
| Interest expense                                                             |       | (39,179                                                                                                                    | )          | (24,658                                                             | )          | —                                                              |       |
| Foreign exchange  gain                                                       |       | 11                                                                                                                         |       | —                                                              |       | 20                                                                  |       |
| ** **                                                                   |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| **Net  loss for the period**                                                 |       | (161,403                                                                                                                   | )          | (42,229                                                             | )          | (14,243                                                             | )          |
| ** **                                                                   |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| **Basic  and diluted loss per common share**                                 |       |                                                                                                                       |       | (0.001                                                              | )          | (0.003                                                              | )          |
| ** **                                                                   |       |                                                                                                                       |       |                                                                |       |                                                                |       |
| **Weighted average number of  common shares used in per share calculations** |       |                                                                                                                       |       | 38,277,778                                                          |       | 4,522,210                                                           |       |

 

The accompanyingnotes are an integral part of these financial statements

3

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**Platinum Research Organization,Inc.**

**(A Development Stage Company)**

Statements of Cash Flows

(Unaudited)
| ** **                                                                  | ** ** | **For the  period from  the date of  inception on  May 13, 2005  to  March 31,  2007** | ** ** | **For the  three  month  period  ended  March 31,  2007** | ** ** | **For the  three  month  period  ended  March 31,  2006** | ** ** |
|-----------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                                                                  | ** ** | **$**                                                                                                                          | ** ** | **$**                                                               | ** ** | **$**                                                               | ** ** |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| **Cash  flows from operating activities**                                   |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| Net loss for the  period                                                    |       | (161,403                                                                                                                       | )          | (42,229                                                             | )          | (14,243                                                             | )          |
| Adjustments to reconcile loss to net cash used by  operating activities     |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| Contributions to capital by related party – expenses  (Notes 7 and 10) |       | 30,000                                                                                                                         |       | 6,000                                                               |       | 6,000                                                               |       |
| Accrued interest receivable                                                 |       | (20,000                                                                                                                        | )          | (20,000                                                             | )          | —                                                              |       |
| Accrued interest payable                                                    |       | 39,179                                                                                                                         |       | 24,658                                                              |       | —                                                              |       |
| Changes in  operating assets and liabilities                                |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| Decrease in prepaid expenses                                                |       | —                                                                                                                         |       | —                                                              |       | 50                                                                  |       |
| Increase (decrease) in accounts payable and accrued  liabilities            |       | 13,653                                                                                                                         |       | (2,748                                                              | )          | 2,289                                                               |       |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
|                                                                        |       | (98,571                                                                                                                        | )          | (34,319                                                             | )          | (5,904                                                              | )          |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| **Cash  flows from financing activities**                                   |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| Common shares  issued for cash (Note 6)                                     |       | 608,692                                                                                                                        |       | 500,000                                                             |       | 100,000                                                             |       |
| Warrants issued  for cash                                                   |       | 308                                                                                                                            |       | —                                                              |       | —                                                              |       |
| Increase in loan  receivable                                                |       | (1,000,000                                                                                                                     | )          | (1,000,000                                                          | )          | —                                                              |       |
| Increase in  convertible promissory notes payable                           |       | 1,000,000                                                                                                                      |       | —                                                              |       | —                                                              |       |
| Increase in due  to related party                                           |       | —                                                                                                                         |       | —                                                              |       | 2,200                                                               |       |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
|                                                                        |       | 609,000                                                                                                                        |       | (500,000                                                            | )          | 102,200                                                             |       |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| **Increase  (decrease) in cash and cash equivalents**                       |       | 510,429                                                                                                                        |       | (534,319                                                            | )          | 96,296                                                              |       |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| **Cash  and cash equivalents, beginning of period**                         |       | —                                                                                                                         |       | 1,044,748                                                           |       | 1,904                                                               |       |
|                                                                        |       |                                                                                                                           |       |                                                                |       |                                                                |       |
| **Cash  and cash equivalents, end of period**                               |       | 510,429                                                                                                                        |       | 510,429                                                             |       | 98,200                                                              |       |

 

**SupplementalDisclosures with Respect to Cash Flows**(Note 10)

The accompanyingnotes are an integral part of these financial statements

4

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**Platinum Research Organization,Inc.**

**(A Development Stage Company)**

Statementof Changes in Stockholders’ Equity

(Unaudited)
| ** **                                                                                                                                              | ** ** | **Number of  common shares  issued** | ** ** | **  Capital    stock** | ** ** | **Additional  paid-in  capital** | ** ** | **Warrants** | ** ** | **Deficit,  accumulated  during the  development  stage** | ** ** | **Stockholders’  equity** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|--------------------------------------------|------------|----------------------------------|------------|--------------|------------|----------------------------------------------------------------|------------|--------------------------------|------------|
| ** **                                                                                                                                              | ** ** | ** **                                     | ** ** | **$**                                      | ** ** | **$**                            | ** ** | **$**        | ** ** | **$**                                                          | ** ** | **$**                          | ** ** |
| ** **                                                                                                                                              |       |                                           |       |                                       |       |                             |       |         |       |                                                           |       |                           |       |
| **Balance  at May 13, 2005 (inception)**                                                                                                                |       |                                           |       |                                       |       |                             |       |         |       |                                                           |       |                           |       |
| Common shares issued for cash – 25 July 2005                                                                                             |       | 22,500,000                                     |       | 22,500                                     |       | (13,500                          | )          | —       |       | —                                                         |       | 9,000                          |       |
| Net loss for the period                                                                                                                                 |       | —                                         |       | —                                     |       | —                           |       | —       |       | (19,586                                                        | )          | (19,586                        | )          |
|                                                                                                                                                    |       |                                           |       |                                       |       |                             |       |         |       |                                                           |       |                           |       |
| **Balance  at December 31, 2005**                                                                                                                       |       | 22,500,000                                     |       | 22,500                                     |       | (13,500                          | )          | —       |       | (19,586                                                        | )          | (10,586                        | )          |
| Common shares issued for cash –   30 March 2006 (Note 5)                                                                                           |       | 10,000,000                                     |       | 10,000                                     |       | 89,692                           |       | —       |       | —                                                         |       | 99,692                         |       |
| Warrants granted for cash – 30 March 2006 (Note 5)                                                                                                 |       | —                                         |       | —                                     |       | —                           |       | 308          |       | —                                                         |       | 308                            |       |
| Contributions to capital by related party – expenses  (Notes 7 and 10)                                                                             |       | —                                         |       | —                                     |       | 24,000                           |       | —       |       | —                                                         |       | 24,000                         |       |
| Net loss for the year                                                                                                                                   |       | —                                         |       | —                                     |       | —                           |       | —       |       | (99,588                                                        | )          | (99,588                        | )          |
|                                                                                                                                                    |       |                                           |       |                                       |       |                             |       |         |       |                                                           |       |                           |       |
| **Balance  at December 31, 2006**                                                                                                                       |       | 32,500,000                                     |       | 32,500                                     |       | 100,192                          |       | 308          |       | (119,174                                                       | )          | 13,826                         |       |
| Warrants exercised ($0.05 per share) (Note 5)                                                                                                      |       | 10,000,000                                     |       | 10,308                                     |       | 490,000                          |       | (308         | )          | —                                                         |       | 500,000                        |       |
| Contributions to capital by  related party – expenses The accompanying notes are an integral part  of these financial statements (Notes  7 and 10) |       | —                                         |       | —                                     |       | 6,000                            |       | —       |       | —                                                         |       | 6,000                          |       |
| Net loss for the period                                                                                                                                 |       | —                                         |       | —                                     |       | —                           |       | —       |       | (42,229                                                        | )          | (42,229                        | )          |
|                                                                                                                                                    |       |                                           |       |                                       |       |                             |       |         |       |                                                           |       |                           |       |
| **Balance at March 31, 2007**                                                                                                                           |       | 42,500,000                                     |       | 42,808                                     |       | 596,192                          |       | —       |       | (161,403                                                       | )          | 477,597                        |       |

 

The accompanyingnotes are an integral part of these financial statements

5

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**PlatinumResearch Organization, Inc.**

**(ADevelopment Stage Company)**

Notes to Financial Statements

March 31, 2007

**1.****                         ****Nature and Continuance ofOperations**

Platinum Research Organization, Inc.(formerly NorthTech Corporation) (the “Company”) was incorporated under thelaws of the State of Nevada on May 13, 2005. The Company was incorporated for the purpose of developing and marketingtwo database management programs, one for small businesses and the other forcommunity-based sports teams.

OnOctober 11, 2006 the Company incorporated a wholly-owned subsidiary named PlatinumResearch Organization, Inc. (“Platinum Subsidiary”) in the state ofNevada.  Effective October 31, 2006, theCompany merged with and into Platinum Subsidiary for the purpose of effecting achange of the Company’s name to “Platinum Research Organization, Inc.” and arecapitalization of the Company’s capital stock. Pursuant to an agreement andplan of merger dated October 18, 2006 (the “Merger”), each outstanding share ofthe Company was exchanged for and became five shares of Platinum Subsidiarycommon stock on the effective date of the Merger. Platinum Subsidiary assumedthe outstanding warrants of the Company, which became exercisable for shares ofPlatinum Subsidiary common stock. Each such warrant was revised to be exercisablefor five shares of Platinum Subsidiary common stock at the same price as onecommon share of the Company.  Foraccounting purposes, the Merger has been accounted for as a recapitalization ofthe Company.  The Company’s historicalfinancial statements have been adjusted to reflect that each outstanding shareof the Company was exchanged for and became five shares of Platinum Subsidiarycommon stock.

The Company is adevelopment stage enterprise, as defined in Statements of Financial AccountingStandards (“SFAS”) No. 7.  The Company iscurrently devoting all of its efforts to commercialization of its products andtechnologies.  Accordingly, no revenuehas been realized to date.

The Company’s financial statements as atMarch 31, 2007 and for the three months then ended have been prepared on agoing concern basis, which contemplates the realization of assets and thesettlement of liabilities and commitments in the normal course of business.  The Company incurred a loss of $42,229 forthe three-month period ended March 31, 2007 and has working capital of $477,597at March 31, 2007.

Management cannot provide assurance that theCompany will ultimately achieve profitable operations or become cash flowpositive, or raise additional debt and/or equity capital.  Management believes that the Company’scapital resources should be adequate to continue operating and maintaining itsbusiness strategy during the 2007 – 2008 fiscal periods.  However, if the Company is unable to realizerevenue from the commercialization of its products or is unable to raiseadditional capital in the future, management expects that the Company will needto seek additional capital on less favorable terms and/or pursue other remedialmeasures.  These financial statements donot include any adjustments related to the recoverability and classification ofassets or the amounts and classification of liabilities that might be necessaryshould the Company be unable to continue as a going concern.

6

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**2.****        ****Significant AccountingPolicies**

The following is a summary of significantaccounting policies used in the preparation of these financial statements.

**Basis ofpresentation**

Theaccompanying unaudited interim financial statements have been prepared as ofMarch 31, 2007, and for the three-month periods ended March 31, 2007 and 2006and for the period from the date of inception on May 13, 2005 to March 31, 2007in accordance with accounting principles generally accepted in the UnitedStates of America (“GAAP”) relating to the preparation of financial statementsfor interim periods.  Accordingly, theydo not include all the information and footnotes required by generally acceptedaccounting principles for complete financial statements.  In the opinion of management, all adjustments(consisting of normal recurring accruals) considered necessary for a fairpresentation have been included. Operating results for the three-month period ended March 31, 2007 arenot necessarily indicative of the results that may be expected for the yearending December 31, 2007.

Theseinterim financial statements follow the same accounting policies and methods oftheir application as the most recent annual financial statements.  These interim financial statements should beread in conjunction with the audited financial statements of the Company as atDecember 31, 2006.

**Cash and cash equivalents**

Cash and cash equivalents include highlyliquid investments with original maturities of three months or less.

**Financialinstruments**

The carrying value of cash, loans receivable,accounts payable and accrued liabilities, due to related parties andconvertible promissory notes payable approximates their fair value because ofthe short maturity of these instruments. Prior to April 2007, the Company’s operations were located in Canada,and virtually all of its assets and liabilities gave rise to significantexposure to market risks from changes in foreign currency rates (seeNote 9).  The Company’s historical financialrisk was the risk that arises from fluctuations in foreign exchange rates andthe degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce itsexposure to foreign currency risk.

7

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**Derivativefinancial instruments**

The Company has not, to the date of thesefinancial statements, entered into derivative instruments to offset the impactof foreign currency fluctuations.

**Income taxes**

Deferred income taxes are reported for timingdifferences between items of income or expense reported in the financialstatements and those reported for income tax purposes in accordance with SFASNo. 109, *Accounting for Income Taxes*, whichrequires the use of the asset/liability method of accounting for incometaxes.  Deferred income taxes and taxbenefits are recognized for the future tax consequences attributable todifferences between the financial statement carrying amounts of existing assetsand liabilities and their respective tax bases, and for tax loss and creditcarry-forwards.  Deferred tax assets andliabilities are measured using enacted tax rates expected to apply to taxableincome in the years in which those temporary differences are expected to berecovered or settled.  The Companyprovides for deferred taxes for the estimated future tax effects attributableto temporary differences and carry-forwards when realization is more likelythan not.

**Basic and diluted net loss pershare**

The Company computes net loss per share inaccordance with SFAS No. 128, *Earnings per Share*.  SFAS No. 128 requires presentation of bothbasic and diluted earnings per share (“EPS”) on the face of the incomestatement.  Basic EPS is computed bydividing net loss available to common shareholders (numerator) by the weightedaverage number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentiallydilutive common shares outstanding during the period using the treasury stockmethod and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stockprice for the period is used in determining the number of shares assumed to bepurchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutiveshares if their effect is anti-dilutive.

**Comprehensive loss**

SFAS No. 130, *Reporting Comprehensive Income*, establishes standards forthe reporting and display of comprehensive loss and its components in thefinancial statements.  As at March 31,2007, the Company had no items that represented a comprehensive loss and, therefore,has not included a schedule of comprehensive loss in the financial statements.

**Segments of an enterprise andrelated information**

SFAS No. 131, *Disclosuresabout Segments of an Enterprise and Related Information*, supersedesSFAS No. 14, *Financial Reporting for Segments of aBusiness Enterprise*.  SFAS 131establishes standards for the way that public companies report informationabout operating segments in annual financial statements andrequires reporting of selected informationabout operating segments in interim financial statements issued to thepublic.  It also establishes standardsfor disclosures regarding products and services, geographic areas and majorcustomers.  SFAS 131 defines operatingsegments as components of a company about which separate financial informationis

8

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available that is evaluatedregularly by the chief operating decision maker in deciding how to allocateresources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicableat this time.

**Start-up expenses**

The Company has adopted Statement of PositionNo. 98-5, “*Reporting the Costs of Start-up Activities*”,which requires that costs associated with start-up activities be expensed asincurred.  Accordingly, start-up costs associated with the Company’sformation have been included in the Company’s expenses for the period from thedate of inception on May 13, 2005 to March 31, 2007.

**Foreign currency translation**

The Company’s functional and reportingcurrency is in U.S. dollars.  The financialstatements of the Company are translated to U.S. dollars in accordance withSFAS No. 52, *Foreign Currency Translation*.  Monetary assets and liabilities denominatedin foreign currencies are translated using the exchange rate prevailing at thebalance sheet date.  Gains and lossesarising on translation or settlement of foreign currency denominatedtransactions or balances are included in the determination of income.  The Company has not, to the date of thesefinancial statements, entered into derivative instruments to offset the impactof foreign currency fluctuations.

**Use ofestimates**

The preparation of financial statements inconformity with GAAP requires management to make estimates and assumptions thataffect the amounts of assets and liabilities and disclosures of contingentassets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.

**Recentaccounting pronouncements**

InFebruary 2007, the Financial Accounting Standards Board (the “FASB”) issuedSFAS No. 159, “The Fair Value Option for Financial Assets and FinancialLiabilities” (“SFAS 159”).  SFAS 159allows the Company to choose to measure many financial assets and financialliabilities at fair value.  Unrealizedgains and losses on items for which the fair value option has been elected arereported in earnings.  SFAS 159 iseffective for fiscal years beginning after November 15, 2007.  The Company is currently evaluating therequirements of SFAS 159 and the potential impact on the Company’s financialstatements.

InSeptember 2006, the FASB issued SFAS No. 158, “Employers’ Accounting forDefined Benefit Pension and Other Postretirement Plans – an amendment of FASBStatements No. 87, 88, 106 and 132(R)” (SFAS 158”). SFAS 158 requires anemployer that sponsors one or more single-employer defined benefit plans to (a)recognize the overfunded or underfunded status of a benefit plan in itsstatement of financial position, (b) recognize as a component of othercomprehensive income, net of tax, the gains or losses and prior service costsor credits that arise during the period but are not recognized as components ofnet periodic benefit cost pursuant to SFAS 87, “Employers’ Accounting forPensions”, or SFAS 106, “Employers’ Accounting for Postretirement Benefits

9

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Other Than Pensions”, (c) measure defined benefit planassets and obligations as of the date of the employer’s fiscal year-end, and(d) disclose in the notes to financial statements additional information aboutcertain effects on net periodic benefit cost for the next fiscal year thatarise from delayed recognition of the gains or losses, prior service costs orcredits, and transition asset or obligation. SFAS 158 is effective for theCompany’s fiscal year ending December 31, 2007. The Company is currentlyreviewing the impact of this statement.

InSeptember 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS157”). The Statement provides guidance for using fair value to measure assetsand liabilities. The Statement also expands disclosures about the extent towhich companies measure assets and liabilities at fair value, the informationused to measure fair value, and the effect of fair value measurement onearnings. This Statement applies under other accounting pronouncements thatrequire or permit fair value measurements. This Statement does not expand theuse of fair value measurements in any new circumstances. Under this Statement,fair value refers to the price that would be received to sell an asset or paidto transfer a liability in an orderly transaction between market participantsin the market in which the entity transacts. SFAS 157 is effective for theCompany for fair value measurements and disclosures made by the Company in itsfiscal year beginning on January 1, 2008. The Company is currently reviewingthe impact of this statement.

In March 2006, the FASB issued SFASNo. 156, “*Accounting for Servicing of Financial Assets*”,which amends SFAS No. 140, “*Accounting for Transfersand Servicing of Financial Assets and Extinguishments of Liabilities*”.  SFAS No. 156 may be adopted as early asJanuary 1, 2006, for calendar year-end entities, provided that no interimfinancial statements have been issued. Those not choosing to early adopt are required to apply the provisionsas of the beginning of the first fiscal year that begins after September 15,2006 (e.g., January 1, 2007, for calendar year-end entities).  Theintention of the new statement is to simplify accounting for separatelyrecognized servicing assets and liabilities, such as those common with mortgagesecuritization activities, as well as to simplify efforts to obtain hedge-likeaccounting.  Specifically, the FASB said SFAS No. 156 permits a servicerusing derivative financial instruments to report both the derivative financialinstrument and related servicing asset or liability by using a consistentmeasurement attribute, or fair value.  The adoption of SFAS No. 156is not expected to have a material impact on the Company’s financial position,results of operations or cash flows.

In February 2006, the FASB issued SFASNo. 155, “*Accounting for Certain Hybrid FinancialInstruments*”, which amends SFAS No. 133, “*Accountingfor Derivative Instruments and Hedging Activities*” and SFASNo. 140.  SFAS No. 155 permitsfair value measurement for any hybrid financial instrument that contains anembedded derivative that otherwise would require bifurcation, establishes arequirement to evaluate interests in securitized financial assets to identifyinterests that are freestanding derivatives or hybrid financial instrumentscontaining embedded derivatives.  Theadoption of SFAS No. 155 is not expected to have a material impact on theCompany’s financial position, results of operations or cash flows.

**Comparative figures**

Certain comparative figures have been adjusted to conform to thecurrent period’s presentation.

10

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**3.****        ****Accounts Payable and AccruedLiabilities**

Accounts payable and accrued liabilities arenon-interest bearing, unsecured and have settlement dates within one year.

**4.****                         ****Loan Receivable**

OnJanuary 17, 2007 the Company advanced $1,000,000 to Platinum ResearchOrganization, L.P. (“Platinum LP”) pursuant to the terms of the ContributionAgreement (see Note 9).  The loan bearsinterest at 10% per annum, is secured by a second lien on all of the assets of Platinum LP, and is due andpayable at July 31, 2007.

**5.****                         ****Capital Stock**

**Authorized**

As of March 31, 2007, the Company’s totalauthorized capital was 400,000,000 common shares, with a par value of $0.001per common share, and 100,000,000 preferred shares, with a par value of $0.001per preferred share.

In contemplation of the completion of theContribution Agreement (see Note 9), a total of 5,000,000 authorized preferredshares were designated as Series “A” Preferred Shares (the “Series A PreferredShares”), which are convertible into common shares of the Company at a rate offive common shares for each Series A Preferred Share at any time by the holderor by the Company under certain conditions.

The terms of the Series A Preferred Sharesentitle the holder to annual cumulative dividends of $0.09 per Series APreferred Share, payable quarterly at the discretion of the Company’s Board ofDirectors.  The annual cumulativedividend will be reduced to $0.045 per Series A Preferred Share upon theCompany entering into a commercial agreement(s) which will increase the Company’saggregate revenues to $40,000,000 per annum and to an annual $0.018 per SeriesA Preferred Share upon the Company recording net revenues equal to or greaterthan $1,000,000 per quarter.

The Series A Preferred Shares have a maturitydate of five years from the date of closing of the Contribution Agreement (seeNote 9).

**Issued andoutstanding**

As of March 31, 2007, the Company’s totalissued and outstanding capital stock is 42,500,000 common shares.

On February 8, 2007, theCompany issued 10,000,000 common shares valued at a price of $0.05 per shareupon the exercise of previously outstanding share purchase warrants.  As of March 31, 2007, no share purchasewarrants in this series remain outstanding.

11

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On October 11, 2006,the Company incorporated Platinum Subsidiary in the state of Nevada.  Effective October 31, 2006, the Companymerged with Platinum Subsidiary for the purpose of effecting a change of nameto “Platinum Research Organization, Inc.” and a recapitalization of the Company’scapital stock. Pursuant to the Merger, each outstanding share of common stockof the Company was exchanged for and became five shares of Platinum Subsidiarycommon stock on the effective date of the Merger.  For accounting purposes, the Merger wasaccounted for as a recapitalization.  TheCompany’s historical financial statements have been adjusted to reflect thateach outstanding share of the Company was exchanged for and became five sharesof Platinum Subsidiary common stock.

On July 25, 2005, 22,500,000common shares of the Company were issued for cash proceeds of $9,000.

On March 30, 2006,10,000,000 Units (the “Units”) of the Company were issued for cash proceeds of$100,000. Each Unit consists of one common share of the Company and one fifthof one purchase warrant share.  Each fullpurchase warrant share entitles the holder to purchase an additional fivecommon shares of the Company at a price of $0.25 per common share expiringMarch 30, 2009.

**Warrants**

The following is a summary of warrantactivities during the three-month period ended March 31, 2007:
|                                                                  | ** ** | **Number of  warrants** | ** ** | **Weighted  average  exercise price** | ** ** |
|------------------------------------------------------------------|------------|------------------------------|------------|---------------------------------------|------------|
| ** **                                                       | ** ** | ** **                   | ** ** | **$**                                 | ** ** |
|                                                             |       |                         |       |                                  |       |
| Outstanding and  exercisable at December 31, 2006                |       | 2,000,000                    |       | 0.25                                  |       |
|                                                             |       |                         |       |                                  |       |
| Granted                                                          |       | —                       |       | —                                |       |
| Exercised                                                        |       | (2,000,000                   | )          | 0.25                                  |       |
| Expired                                                          |       | —                       |       | —                                |       |
|                                                             |       |                         |       |                                  |       |
| Outstanding and  exercisable at March 31, 2007                   |       | —                       |       | —                                |       |
|                                                             |       |                         |       |                                  |       |
| Weighted average fair  value of warrants granted during the year |       |                         |       | —                                |       |

 

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**6.****        ****Convertible Promissory NotesPayable**
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **Balance at  March 31,  2007** | ** ** | **Balance at  December 31,  2006** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|----------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **$**                                     | ** ** | **$**                                        | ** ** |
| Issued in  October 2006, the convertible promissory note bears interest at a rate equal  to the lesser of 10% per annum and the maximum rate permitted under  applicable federal and state laws on any unpaid principle balances, is  unsecured, and is due and payable on or before the first anniversary of the  date of issuance. The holder of the convertible promissory note has the right  to convert any portion of the unpaid principle into Series A Preferred Shares  of the Company at any time from the issue date on the basis of $0.90 of  Series A Preferred Shares for each dollar of principle due and payable. The  balance of $520,686 outstanding at March 31, 2007 consists of principal and  unpaid accrued interest of $500,000 and $20,686 respectively. |       | 520,686                                   |       | 508,356                                      |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                      |       |                                         |       |
| Issued in  November 2006, the convertible promissory note bears interest at a rate of  10% per annum and the maximum rate permitted under applicable federal and state  laws on any unpaid principle balances, is unsecured, and is due and payable  on or before the first anniversary of the date of issuance. The holder of the  convertible promissory note has the right to convert any portion of the  unpaid principal into Series A Preferred Shares of the Company at any time  from the issue date on the basis of $0.90 of Series A Preferred Shares for  each dollar of principal due and payable. The balance of $518,493 outstanding  at March 31, 2007 consists of principal and unpaid accrued interest of  $500,000 and $18,493 respectively.                    |       | 518,493                                   |       | 506,165                                      |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                      |       |                                         |       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 1,039,179                                 |       | 1,014,521                                    |       |

 

Interestaccrued and unpaid on the Convertible Promissory Notes is forgiven uponconversion of the Convertible Promissory Notes. As at March 31, 2007, the Company has accrued $24,658 (December 31, 2006- $14,521) in related interest.

TheConvertible Promissory Notes automatically converted into Series A PreferredShares of the Company on the terms stated above as of the date of the closingof the Contribution Agreement (see Note 9).

Thetotal proceeds of $1,000,000 from the Convertible Promissory Notes were used toadvance a bridge loan to Platinum LP as required under the ContributionAgreement (see Notes 9 and 10).

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**7.****         Related PartyTransactions**

During the three-month period ended March 31,2007, Cecelia Pineda, who was anofficer, director and shareholder of the Company, made contributions to capitalfor management fees and rent of $5,100 (2006 - $5,100, cumulative - $25,500)and $900 (2006 - $900, cumulative - $4,500) respectively.  These amounts have been recorded as anincrease in expenditures and an increase in additional paid-in capital.

**8.****                          IncomeTaxes**

The Company has losses carried forward forincome tax purposes to March 31, 2007. There are no current or deferred tax expenses for the period ended March31, 2007 due to the Company’s loss position. The Company has not reserved forany benefits of these losses.  Thedeferred tax consequences of temporary differences in reporting items forfinancial statement and income tax purposes are recognized, as appropriate.Realization of the future tax benefits related to the deferred tax assets isdependent on many factors, including the Company’s ability to generate taxableincome within the net operating loss carry forward period.  Management has considered these factors inreaching its conclusion as to the valuation allowance for financial reportingpurposes.

The provision for refundable federal incometax consists of the following:
|                                                            | ** ** | **For the  three month  period ended  March 31,  2007** | ** ** | **For the  three month  period ended  March 31,  2006** | ** ** |
|------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|
| ** **                                                 | ** ** | **$**                                                                       | ** ** | **$**                                                                       | ** ** |
|                                                       |       |                                                                        |       |                                                                        |       |
| Deferred tax  asset attributable to:                       |       |                                                                        |       |                                                                        |       |
| Current  operations                                        |       | 14,358                                                                      |       | 4,843                                                                       |       |
| Contributions to  capital by related party – expenses |       | (2,040                                                                      | )          | (2,040                                                                      | )          |
| Less: Change in  valuation allowance                       |       | (12,318                                                                     | )          | (2,803                                                                      | )          |
|                                                       |       |                                                                        |       |                                                                        |       |
| Net refundable amount                                      |       | —                                                                      |       | —                                                                      |       |

 

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The composition of the Company’s deferred taxasset as at March 31, 2007 and December 31, 2006 is as follows:
|                                    | ** ** | **As at  March 31,  2007** | ** ** | **As at  December  31, 2006  (Audited)** | ** ** |
|------------------------------------|------------|--------------------------------------|------------|----------------------------------------------------|------------|
| ** **                         | ** ** | **$**                                | ** ** | **$**                                              | ** ** |
|                               |       |                                 |       |                                               |       |
| Net operating  loss carry forward  |       | 131,403                              |       | 95,173                                             |       |
|                               |       |                                 |       |                                               |       |
| Statutory  federal income tax rate |       | 34                                   | %          | 34                                                 | %          |
| Effective income  tax rate         |       | 0                                    | %          | 0                                                  | %          |
|                               |       |                                 |       |                                               |       |
| Deferred tax asset                 |       | 44,678                               |       | 32,359                                             |       |
| Less: Valuation  allowance         |       | (44,678                              | )          | (32,359                                            | )          |
|                               |       |                                 |       |                                               |       |
| Net deferred tax asset             |       | —                               |       | —                                             |       |

 

The potential income tax benefit of theselosses has been offset by a full valuation allowance.

As at March 31, 2007, the Company has anunused net operating loss carry forward balance of approximately $131,403 that is available to offsetfuture taxable income.  This unused netoperating loss carry forward balance for income tax purposes expires in 2026and 2027.

**9.****                         ****Commitments**

On October 26, 2006, the Company entered into a contribution agreement(the “Contribution Agreement”) with Platinum LP, Lubrication Partners, jointventure (“GP Transferor”) and sole shareholder of Platinum IP Management, Inc.,the general partner of Platinum LP (“PRO GP”), each holding a limitedpartnership interest in Platinum LP (each, a “Limited Partner” andcollectively, the “PRO Transferors”) and John T. (Cork) Jaeger as therepresentative of all PRO Transferors (the “PRO Transferor Representative”),and Steve Drayton as the representative (the “Investor Representative”) of allcertain individuals who invested in the Company (other than the PROTransferors) (the “Investors”) in a private placement completed in conjunctionwith the Contribution Agreement.

Under the terms of the Contribution Agreement, GP Transferorcontributed to the Company all of the capital stock of PRO GP, each LimitedPartner shall contributed to the Company all of the outstanding limited partnerpartnership interests of Platinum LP, and the Investors contributed to theCompany an aggregate minimum cash amount of $4,500,000.

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In consideration the Companyagreed to complete the following:

a)              Issue to the PRO Transferors 55,000,000unregistered shares of common stock of the Company;

b)             Issue to the Investors 5,000,000 Series APreferred Shares and issue to Investa Corporation and Ms. Pineda 2,500,000share purchase warrants (the “Warrants”) on the closing date.  Each Warrant is to be exercisable for onecommon share of the Company at an exercise price of $0.26 per share for athree-year period from date of closing; and

c)            Enter into a bridge loan agreement (the “Loan Agreement”) with Platinum LP,pursuant to which the Company would loan Platinum LP $1,000,000 (the “PlatinumLP Note”). The Platinum LP Note bears regular interest at an annual rate of 10%per annum, is due and payable six months from the date of issuance, and issecured by a second lien on all of the assets of Platinum LP. On January 17,2007, the Company advanced $1,000,000 to Platinum LP under the terms of theLoan Agreement (see Note 4).

During the period, theCompany entered into an amending agreement whereby the Company will assumecertain general security obligations upon closing of the ContributionAgreement.

At the Company’s Special Meeting held on April 12,2007, stockholders approved the completion of the proposed ContributionAgreement transaction (see Note 11).  Theclosing of the Contribution Agreement transaction became effective April 18,2007.

**10.****                  ****Supplemental Disclosures withRespect to Cash Flows**
|                                               | ** ** | **For the period  from the date of  inception on  May 13, 2005 to  March 31, 2007** | ** ** | **For the  three  month  period  ended  March 31,  2007** | ** ** | **For the  three  month  period  ended  March 31,  2006** | ** ** |
|-----------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                                    | ** ** | **$**                                                                                                                                      | ** ** | **$**                                                               | ** ** | **$**                                                               | ** ** |
|                                          |       |                                                                                                                                       |       |                                                                |       |                                                                |       |
| Cash paid during  the period for interest     |       | —                                                                                                                                     |       | —                                                              |       | —                                                              |       |
| Cash paid during the  period for income taxes |       | —                                                                                                                                     |       | —                                                              |       | —                                                              |       |

 

Duringthe three-month period ended March 31, 2007, Ms. Pineda made contributionsto capital for management fees and rent of $5,100 (2006 - $5,100, cumulative -$25,500) and $900 (2006 - $900, cumulative - $4,500) respectively (see Note 7).

During the three-monthperiod ended March 31, 2007, the Company accrued unpaid interest expense of$24,658 (2006 - $0) related to convertible promissory notes payable (see Note6).  The Company also recorded unpaidinterest income of $20,000 (2006 - $0) related to the Loan Agreement withPlatinum LP.

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**11.****     ****Subsequent Events**

Asdisclosed in the Company’s Current Reports on Form 8-K dated April 16,2007, and April 19, 2007, the following events occurred subsequent toMarch 31, 2007:

a)         OnApril 12, 2007, the Company held its Special Meeting, at which the stockholdersapproved the proposed Contribution Agreement transaction with Platinum LP etal. (see Note 9).  The stockholders alsoapproved the reincorporation merger of the Company with its wholly-ownedsubsidiary in order to redomicile the Company from Nevada into Delaware and toupdate the corporate charter documents of the Company. In addition, thestockholders voted to elect six new directors on the close of the ContributionAgreement – Messrs. Thomas G. Plaskett, Cork Jaeger, Allan McArtor,Arnold Burns, Ben DuPont and Mike McMillan.  Furthermore, the stockholders approved theadoption of the Platinum Research Organization, Inc. Stock Incentive Plan (the“Stock Incentive Plan”), which is an unfunded plan that provides for thegranting of incentive stock options, nonstatutory stock options, stockappreciation rights and restricted shares to employees, directors andconsultants of the Company or an affiliate.

b)        OnApril 18, 2007, the Company completed its acquisition of Platinum LP pursuantto the Contribution Agreement, dated October 26, 2006, as amended (see Note 9).

c)         Inconnection with the consummation of the Contribution Agreement, the Companyissued 2,000,000 investor warrants to Investa Corporation, an entity controlledby certain shareholders of the Company, and 500,000 investor warrants (collectively,the “Investor Warrants”) to Cecelia Pineda, the Company’s former CEO and sole director, in exchange for certainadvisory services provided to the Company.  Each Investor Warrant isexercisable for one share of the Company at an exercise price of $0.26 per commonshare for a three-year period from the closing date of the issuance.

d)        On April 18, 2007, the Company appointed Michael D. Newman as SeniorVice President and Chief Financial Officer providing for an annual salary of$200,000. Mr. Newman will be eligible to receive an annual bonus in anamount up to 65% of his base salary, and will also be awarded non-qualifiedoptions to purchase shares of the Company’s common stock in an amountrepresenting 1% of the Company’s fully-diluted shares of common stock.

e)         OnApril 18, 2007, the Company entered into a consulting agreement with TheFairmount Company (“Fairmount”) and Mr. Jaeger that provides for Fairmount tocontinue acting as a consultant to the Company and Mr. Jaeger to serve as adirector and president and chief executive officer of the Company.  Mr. Jaeger is the President of Fairmount andcontrols the voting and disposition of the shares that are held byFairmount.  The Company will makeaggregate payments of $210,000 per annum in consideration for the servicesprovided under the consulting agreement. In addition, the consultants are eligible to receive an annual bonus inan amount up to 100% of the annual amounts of such payments, if the Companyreaches certain financial milestones as established by the Board of Directorsfor each fiscal year, and Fairmount will receive certain stock options grantedby the Company under its newly adopted stock incentive plan, in substitution ofequity options that Fairmount previously held in Platinum LP.

f)           Asnoted in paragraph (a) above, in April 2007, the Company implemented the StockIncentive Plan.  Prior to the closing ofthe Contribution Agreement, Platinum LP had maintained an equity incentive planfor its employees, directors and consultants. Upon the closing of the Contribution Agreement, all of the outstandingoptions to purchase limited partnership interests (“Equity Options”) inPlatinum LP were cancelled, and the persons who held those cancelled EquityOptions (the “LP Optionees”) have no continuing rights with respect to thoseoptions.  The Contribution Agreementprovides that the Company will issue to the LP Optionees, in substitution ofthe cancelled Equity Options, nonstatutory stock options to purchase shares ofCommon Stock of the Company (the “Substituted Options”) under the StockIncentive Plan.  The Substituted Optionswill contain terms identical to the cancelled Equity Options, except to theextent such terms would not apply under the Stock Incentive Plan.The exercise price of the Substituted Options and the number of SubstitutedOptions to be issued to the LP Optionees will be based upon the relative valueof the Equity Options to the Substituted Options at the time of theclosing.  Each LP Optionee will have theright, upon payment of the aggregate exercise price that would have beenpayable for all of its Equity Options, to receive a number of shares of CommonStock that the optionee would have received in exchange for the percentageinterest in Platinum LP that the optionee could have acquired upon exercise ofthose Equity Options, on a fully diluted basis. The vesting schedule for each of the Substituted Options will be thesame as the schedule for the Equity Options that it is replacing, and theSubstituted Options will take into account vesting that occurred under theEquity Options.  Under all circumstances,the exercise price of the Substituted Options and the number of SubstitutedOptions to be issued to the LP Optionees will be determined, and may beadjusted, in accordance with applicable Treasury Regulations and the InternalRevenue Code of 1986, as amended.

g)        DuringApril 2007, the Company implemented an Annual Incentive Bonus Plan for Companyofficers.  Target bonus amounts arecalculated as a percentage of each officer’s annual base salary. Annual bonuspayments per the plan are based on the achievement of certain companyoperational milestones as determined by the Company’s Board of Directors andCompensation Committee.

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## **ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**

### ***Formation and Historical Information***

The Company wasincorporated in the State of Nevada on May 13, 2005, under the name “NorthtechCorporation”.  The Company was originallyformed to develop, expand and market two web-based database programs - one forsmall business and the second for community sports teams or groups.  The Company completed an initial publicoffering to further this business in March of 2006.  Efforts to implement this business plan werepursued but ultimately stalled when the viability of the beta product createdand of the business as a public company came into question.  Ultimately, we abandoned our web-basedsoftware development business.

A number of otherbusiness opportunities were presented to the Company in the fall of 2006.  Management reviewed these variousopportunities, and on October 26, 2006, we entered into a contributionagreement with Platinum Research Organization L.P., a limited partnership (“PlatinumLP”), Lubrication Partners, joint venture (“GP Transferor”) and soleshareholder of Platinum IP Management, Inc., the general partner of Platinum LP(“PRO GP”), each holding a limited partnership interest in Platinum LP (each, a“Limited Partner” and collectively, the “PRO Transferors”) and John T. (Cork)Jaeger as the representative of all PRO Transferors (the “PRO TransferorRepresentative”), and Steve Drayton as the representative (the “InvestorRepresentative”) of certain individual private placement investors in theCompany (other than the PRO Transferors) (the “Investors”), (the “ContributionAgreement”).

The Company changed itsname to “Platinum Research Organization, Inc.” on October 31, 2006 when it merged with its wholly-owned subsidiaryPlatinum Research Organization, Inc.  (“NVSub”) who became the surviving corporation.  The Company completed a 5-for-1 forward splitof its issued and outstanding share capital in connection with its merger withNV Sub.  On April 13, 2007, the Companycompleted a merger with its wholly-owned subsidiary Delaware Platinum ResearchOrganization, Inc. (“DE Sub”) to reincorporate the Company in Delaware.  The name of the surviving Company became “PlatinumResearch Organization, Inc.”   TheArticles and Bylaws of DE Sub became the Articles and Bylaws of the Company.Under the terms of the Contribution Agreement we acquired Platinum ResearchOrganization L.P. and it became a wholly-owned subsidiary of the Companyeffective April 18, 2007.

### ***Plan of Operation***

On April 18, 2007, weclosed the Contribution Agreement which resulted in our acquisition of PlatinumLP and the appointment of a new slate of directors.  Under the terms of the ContributionAgreement:

·                  GPTransferor  contributed all of thecapital stock of PRO GP (the “PRO GP Capital Stock”), free and clear of allliens to the Company;

·                  eachLimited Partner contributed all of the outstanding limited partner partnershipinterests of Platinum LP (collectively, the “Partnership Interests”) held bysuch Limited Partner, free and clear of all Liens to the Company; and

·                  theInvestors contributed $4,500,000 in new capital by way of private placement tothe Company.  This private placementincluded the conversion of the convertible promissory notes totaling $1,000,000held by two Investors.

In return,the Company issued the aggregate total of:

·                  55,000,000unregistered shares of  its common stockto GP Transferor for the Pro GP Capital Stock for the Partnership Interests;

·                  5,000,000unregistered shares of Series “A” Preferred Stock to the Investors; and

·                  2,500,000Common Stock share purchase warrants to Investa Capital Partners Corporationand Ms. Cecelia Pineda.

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Concurrent with the closing of theContribution Agreement, Ms. Cecelia Pineda returned to treasury 22,500,000shares of common stock of the Company held in her name.

As a result of the foregoing transactions,the Pro Transferors now own 73.33% of the issued and outstanding shares ofcommon stock of the Company on a non-diluted basis and 53.66% of the Company’scommon stock on a fully diluted basis.

As a result of ouracquisition of Platinum LP, the Company’s new business focus is the design,development and commercialization of patented high-performance lubricants andcoatings.  The Company’s products will bemarketed under the trade name TechroBondTM for automotive, aviation, industrialand consumer aftermarkets.  TechroBondTM is one of a series of product applicationsPlatinum LP developed based on its patented processes and technologies relatingto a fluorinated thiophosphate and a new technique to react zinc dialkyldithiophosphate (“ZDDP”) and poly tetra fluroethylene to yield new proprietarycompounds that enhance the anti-wear and anti-corrosion capabilities oflubricants and coatings (individually and collectively, the “PRO Technology”).The resulting compounds have yielded significantly enhanced anti-wear andanti-corrosion capabilities when measured in bench laboratory tests at theUniversity of Texas at Arlington, and, more importantly, suggest that the PROTechnology may be a replacement for ZDDP in engine and lubricating oils.Management believes that this new technology will position the Company topenetrate several large, global markets for lubricants should the Company besuccessful in bringing its products that rely upon this new technology tomarket.

The Company intends todevelop three primary product lines within the lubricant additive industry,including greases, industrial oils and engine oils, as well as to developspecialty coatings. A more detailed description of the new business of theCompany, associated risk factors, and financial statements of Platinum ResearchOrganization, L.P. are in the Definitive Schedule 14A Proxy Statement filedwith the SEC on April 2, 2007.

### ***Liquidity and Capital Resources***

As of March 31, 2007, theCompany had total cash on hand of $510,429 and a loan receivable of $1,020,000.The Company also had $1,052,832 in liabilities, of which $1,039,179 is owed toconvertible debenture holders, and $13,653 is owed for accounts payable andaccrued liabilities.

Cash flows used inoperating activities for the three months ended March 31, 2007 were $ 34,319compared to $5,904 used in operating activities for the same period in 2006.

Net cash provided byfinancing activities was $500,000 for the first three months of 2007,consisting primarily of the exercise of all outstanding warrants into commonstock of $500,000.  This activity wasoffset by the grant of a $1,000,000 loan by the Company to Platinum LP during thissame period.

On April 18, 2007,immediately following the closing of the Contribution Agreement, the Companyhad approximately $5.6 million in cash and cash equivalents, of which$1.5 million was considered restricted cash. Management believes that the Company’s capital resources are adequate tocontinue operating and maintaining its current business strategy during thenext twelve to eighteen months.

### ***Critical Accounting Policies and Significant Judgments and Estimates***

There have been nomaterial changes in our critical accounting policies or critical accountingestimates since the filing of our initial registration statement on Form SB-2in January 2006, nor have we adopted any accounting policy that has or willhave a material impact on our consolidated financial statements. For furtherdiscussion of our accounting policies see Note 1, “Summary of SignificantAccounting Policies and Significant Judgments and Estimates” in the Notes toConsolidated Financial Statements in this Quarterly Report on Form 10-QSB andthe Notes to Consolidated Financial Statements in our Annual Report on Form10-KSB for the fiscal year ended December 31, 2006.

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### ***Off-Balance Sheet Arrangements***

We do not have anyoff-balance sheet arrangements with any party.

## **ITEM 3.CONTROLS AND PROCEDURES**

### ***Evaluation of Disclosure Controls and Procedures***

Our CEO and CFO have evaluated the effectiveness ofour disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b)as of the end of the period covered by this report. Our disclosure controls andprocedures are designed to ensure that information that is required to beincluded in our filings with the SEC is recorded, processed, summarized andreported within the time periods specified by the SEC, and that suchinformation is accumulated and communicated to our management, including ourCEO and CFO, as appropriate to allow timely decisions regarding requireddisclosure.  Based on that evaluation,they have concluded that our current disclosure controls and procedures areeffective.

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

There was no change during the quarterly periodended March 31, 2007 that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting.

# **PART II -OTHER INFORMATION**

## **ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K**

The following Exhibitsare furnished as part of this Form 10-QSB:
| Exhibit  Number | ** ** | **Exhibit Title**                                                                                                                                                              |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **      | ** ** | ** **                                                                                                                                                                     |
| 2.1             |       | Contribution Agreement(1)                                                                                                                                                      |
|            |       |                                                                                                                                                                           |
| 2.2             |       | Amendment to Contribution Agreement dated December  26, 2006(2)                                                                                                                |
|            |       |                                                                                                                                                                           |
| 2.3             |       | Amendment to Contribution Agreement dated February  28, 2007 (3)                                                                                                               |
|            |       |                                                                                                                                                                           |
| 4.8             |       | Bridge Loan Agreement(2)                                                                                                                                                       |
|            |       |                                                                                                                                                                           |
| 4.9             |       | Platinum LP Promissory Note(2)                                                                                                                                                 |
|            |       |                                                                                                                                                                           |
| 4.10            |       | Security Agreement(2)                                                                                                                                                          |
|            |       |                                                                                                                                                                           |
| 4.11            |       | Subordination Agreement(2)                                                                                                                                                     |
|            |       |                                                                                                                                                                           |
| 4.12            |       | Omnibus Amending Agreement(2)                                                                                                                                                  |
|            |       |                                                                                                                                                                           |
| 10.1            |       | Consulting Agreement, dated April 14, 2007,  between Platinum Research Organization, Inc., The Fairmount Company and  John T. Jaeger, Jr.                            |
|            |       |                                                                                                                                                                           |
| 31.1            |       | Certificate of CEO as Required by Rule  13a-14(a)/15d-14                                                                                                                       |
|            |       |                                                                                                                                                                           |
| 31.2            |       | Certificate of CFO as Required by Rule  13a-14(a)/15d-14                                                                                                                       |
|            |       |                                                                                                                                                                           |
| 32.1            |       | Certificate of CEO and CFO as Required by Rule Rule  13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of  Chapter 63 of Title 18 of the United States Code |

 

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**Notes**:

(1)       Included in Form 8-K/Afiled on November 3, 2006.

(2)       Included in Form 8-K filedon January 11, 2007.

(3)       Included in Form 8-K filedon March 5, 2007.

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**SIGNATURES**

In accordance with therequirements of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.
|                    | ** ** | **PLATINUM RESEARCH  ORGANIZATION, INC.** |
|--------------------|------------|-------------------------------------------|
|               |       |                                      |
|               |       |                                      |
| Date: May 21, 2007 | * *   |                                      | */s/ John T. Jaeger, Jr.* |
|               |       | By:                                       | John T. Jaeger, Jr. |
|               |       |                                      | President, Chief Executive Officer, and member of  the |
|               |       |                                      | Board of Directors |
|               |       |                                      |   |
|               |       |                                      |   |
| Date: May 21, 2007 |       |                                      | */s/ Michael D. Newman* |
|               |       | By:                                       | Michael D. Newman |
|               |       |                                      | Chief Financial Officer and Senior Vice-President |

 

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