**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10-Q**





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




For
      the
      quarterly period ended September 30, 2006




or




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




For
      the
      transition period from ___________ to __________




Commission
      file number: **000-51553**









**PLATINUM
      ENERGY RESOURCES, INC.**




(Exact
      name of registrant as specified in its charter)




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




(212)
      581-2401


(Registrant's
      telephone number, including area code)




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




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


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





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




As
      of
      November 10, 2006, 18,000,000 shares of the registrant’s common stock, par value
      $0.0001 per share, were outstanding.










PLATINUM
      ENERGY RESOURCES, INC. AND SUBSIDIARY


Table
      of
      Contents





PagePART
                I-
                FINANCIAL INFORMATION
            1Item
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            13Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            16Item
                4.
            Controls
                and Procedures
            16PART
                II-
                OTHER INFORMATION
            17Item
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            17Signatures
            18




i





**FINANCIAL
      INFORMATION**




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




PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY
 (A
          Development Stage Enterprise)
 CONDENSED
          CONSOLIDATED BALANCE SHEETS
 September
                  30,
              
              December
                  31,2006
              
              2005(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              145,944
              
              $
              902,498Cash
                  and cash equivalents held in trust
              
              
              108,321,924
              
              
              105,884,102Prepaid
                  expenses and other current assets
              
              
              9,475
              
              
              118,711Total
                  Current Assets
              
              
              108,477,343
              
              
              106,905,311Deferred
                  acquisition and financing costs
              
              
              1,263,136
              
              
              —TOTAL
                  ASSETS
              
              $
              109,740,479
              
              $
              106,905,311LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              845,156
              
              $
              87,795Due
                  to related party
              
              
              67,950
              
              
              16,875Notes
                  payable - stockholder
              
              
              75,000
              
              
              —Income
                  taxes payable - state
              
              
              207,100
              
              
              28,100Total
                  Current Liabilities
              
              
              1,195,206
              
              
              132,770Common
                  stock subject to possible redemption, 2,878,560 shares at conversion
                  value
              
              
              21,653,552
              
              
              21,071,059COMMITMENTSSTOCKHOLDERS'
                  EQUITYPreferred
                  stock, $.0001 par value, 1,000,000 authorized, 0 issued
              
              
              —
              
              
              —Common
                  stock, $.0001 par value; 75,000,000 shares authorized; 18,000,000
                  shares
                  (which
                includes
                  2,878,560 subject to possible conversion) issued and
                  outstanding
              
              
              1,512
              
              
              1,512Additional
                  paid-in capital
              
              
              85,424,242
              
              
              85,424,242Earnings
                  accumulated during the development stage
              
              
              1,465,967
              
              
              275,728TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              86,891,721
              
              
              85,701,482TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              109,740,479
              
              $
              106,905,311




*See
      notes to condensed consolidated financial statements.*




1




PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY
 (A
        Development Stage Enterprise)
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
  Three
                  Months Ended September 30, 2006
              
              Nine
                  Months Ended September 30, 2006
              
              Three
                  Months Ended September 30, 2005
              
              Period
                  from April 25, 2005 (Inception) to September 30, 2005
              
              Cumulative
                  for the Period from April 25, 2005 (Inception) to September 30,
                  2006(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              17,505
              
              $
              51,075
              
              $
              —
              
              $
              —
              
              $
              67,950Marketing,
                  general and administrative expenses
              
              
              109,633
              
              
              433,548
              
              
              137
              
              
              3,856
              
              
              583,947Total
                  operating expenses
              
              
              127,138
              
              
              484,623
              
              
              137
              
              
              3,856
              
              
              651,897OTHER
                  INCOME (EXPENSES)Interest
                  income, net of interest allocated to common
                stock
                  subject to possible redemption of $174,662, $582,493, $0, $0 and
                  $582,493
              
              
              699,080
              
              
              1,855,329
              
              
              —
              
              
              —
              
              
              2,331,431Interest
                  (expense)
              
              
              (1,467
              )
              
              (1,467
              )
              
              (1,767
              )
              
              (2,859
              )
              
              (6,467
              )Total
                  other income (expense)
              
              
              697,613
              
              
              1,853,862
              
              
              (1,767
              )
              
              (2,859
              )
              
              2,324,964NET
                  INCOME BEFORE INCOME TAXES
              
              
              570,475
              
              
              1,369,239
              
              
              (1,904
              )
              
              (6,715
              )
              
              1,673,067PROVISION
                  FOR INCOME TAXES
              
              
              67,800
              
              
              179,000
              
              
              —
              
              
              —
              
              
              207,100NET
                  INCOME (LOSS)
              
              $
              502,675
              
              $
              1,190,239
              
              $
              (1,904
              )
              $
              (6,715
              )
              $
              1,465,967WEIGHTED
                  AVERAGE NUMBER OF COMMON
                SHARES:BASIC
              
              
              15,121,440
              
              
              15,121,440
              
              
              3,600,000
              
              
              3,600,000DILUTED
              
              
              17,513,763
              
              
              17,475,878
              
              
              3,600,000
              
              
              3,600,000NET
                  INCOME (LOSS) PER COMMON SHARE:BASIC
              
              $
              0.03
              
              $
              0.08
              
              $
              0.00
              
              $
              0.00DILUTED
              
              $
              0.03
              
              $
              0.07
              
              $
              0.00
              
              $
              0.00




*See
      notes to condensed consolidated financial
      statements.*




2




PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY
 (A
        Development Stage Enterprise)
 CONDENSED
        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
 (Unaudited)
  Common
                  stock
              
              Additional
                  paid-in
              
              Earnings
                  accumulated during the development
              
              Total
                  stockholdersShares
              
              Amount
              
              capital
              
              stage
              
              equityCommon
                  shares issued to founders for cash, May 6, 2005
                at
                  $.0077 per share
              
              
              3,250,000
              
              $
              325
              
              $
              24,675
              
              $
              —
              
              $
              25,000Retroactive
                  effect of common stock dividend, declared
                September
                  23, 2005
              
              
              1,250,000
              
              
              125
              
              
              (125
              )
              
              —
              
              
              —Retroactive
                  effect of four-for-five reverse split effected
                October
                  21, 2005
              
              
              (900,000
              )
              
              (90
              )
              
              90
              
              
              —
              
              
              —Sale
                  of 14,400,000 units, net of underwriters’ discount
                and
                  offering expenses (includes 2,878,560 shares subject to possible
                  conversion)
              
              
              14,400,000
              
              
              1,440
              
              
              106,470,273
              
              
              —
              
              
              106,471,713Proceeds
                  subject to possible conversion of 2,878,560
                shares
              
              
              (2,878,560
              )
              
              (288
              )
              
              (21,070,771
              )
              
              —
              
              
              (21,071,059
              )Proceeds
                  from issuance of option
              
              
              —
              
              
              —
              
              
              100
              
              
              —
              
              
              100Net
                  income, for the period from April 25, 2005
                (Inception)
                  to December 31, 2005
              
              
              —
              
              
              —
              
              
              —
              
              
              275,728
              
              
              275,728Balance
                  at December 31, 2005
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              275,728
              
              
              85,701,482Net
                  income, for the nine months ended September 30,
                2006
              
              
              —
              
              
              —
              
              
              —
              
              
              1,190,239
              
              
              1,190,239Balance
                  at June 30, 2006
              
              
              15,121,440
              
              $
              1,512
              
              $
              85,424,242
              
              $
              1,465,967
              
              $
              86,891,721




*See
      notes to condensed consolidated financial
      statements.*




3




PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY


(A
        Development Stage Enterprise)
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine
                  Months Ended September 30, 2006
              
              Period
                  from April 25, 2005 (Inception) to September 30, 2005
              
              Cumulative
                  for the Period from April 25, 2005 (Inception) to September 30,
                  2006(Unaudited)
              
              (Unaudited)
              
              (Unaudited)Cash
                  Flows From Operating ActivitiesNet
                  income
              
              $
              1,190,239
              
              $
              (6,715
              )
              $
              1,465,967Adjustments
                  to reconcile net income to net cash used in operating
                activities:Interest
                  on cash held in trust, net of interest income allocated to
                common
                  stock subject to possible redemption
              
              
              582,493
              
              
              —
              
              
              582,493Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other current assets
              
              
              109,236
              
              
              —
              
              
              (9,475
              )Accounts
                  payable and accrued expenses
              
              
              16,596
              
              
              2,860
              
              
              104,391Due
                  to related party
              
              
              51,075
              
              
              10,208
              
              
              67,950Income
                  taxes payable - state
              
              
              179,000
              
              
              —
              
              
              207,100Net
                  cash provided by (used in) operating activities
              
              
              2,128,639
              
              
              6,353
              
              
              2,418,426Cash
                  Flows From Investing ActivitiesCash
                  and cash equivalents held in Trust Fund
              
              
              (2,437,822
              )
              
              —
              
              
              (108,321,924
              )Performance
                  deposit
              
              
              (500,000
              )
              
              —
              
              
              (500,000
              )Recovery
                  of perfomance deposit upon restructuring
              
              
              500,000
              
              
              
              
              
              500,000Deferred
                  acquistion and financing costs
              
              
              (522,371
              )
              
              —
              
              
              (522,371
              )Net
                  cash used in investing activities
              
              
              (2,960,193
              )
              
              —
              
              
              (108,844,295
              )Cash
                  Flows From Financing ActivitiesProceeds
                  from the sale of common stock
              
              
              —
              
              
              25,000
              
              
              25,000Proceeds
                  from note payable-stockholder
              
              
              75,000
              
              
              180,000
              
              
              255,000Repayment
                  of note payable-stockholder
              
              
              —
              
              
              —
              
              
              (180,000
              )Gross
                  proceeds of public offering
              
              
              —
              
              
              —
              
              
              115,200,000Payments
                  of costs of public offering
              
              
              —
              
              
              —
              
              
              (8,728,287
              )Payment
                  of deferred offering costs
              
              
              —
              
              
              (207,706
              )
              
              —Proceeds
                  from issuance of underwriter’s stock option
              
              
              —
              
              
              —
              
              
              100Net
                  cash provided by financing activities
              
              
              75,000
              
              
              (2,706
              )
              
              106,571,813Net
                  (Decrease) Increase in Cash
              
              
              (756,554
              )
              
              3,647
              
              
              145,944Cash
                  - Beginning of the Period
              
              
              902,498
              
              
              —
              
              
              —Cash
                  - End of Period
              
              $
              145,944
              
              $
              3,647
              
              $
              145,944SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              —
              
              $
              —
              
              $
              5,000Income
                  taxes
              
              $
              —
              
              $
              —
              
              $
              —Non-Cash
                  Investing and Financing Activities:Deferrred
                  acquisition and financing costs accrued and deferred
              
              $
              740,765
              
              $
              —
              
              $
              740,765




*See
        notes to condensed consolidated financial
        statements.*


4





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


**(a
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




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




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





As
      of
      September 30, 2006, the Company had not yet commenced any commercial operations.
      All activities through September 30, 2006 relate to the Company's formation,
      the
      completion of the public offering described below and the completion of the
      Asset Acquisition transaction, as described in Note 4 below. The
      Company selected December 31 as its fiscal year-end. The accompanying condensed
      consolidated financial statements have been prepared in accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 7, Development Stage
      Enterprises, since planned principal operations have not commenced.




The
      registration statement of the Company’s initial public offering (“Offering”) was
      declared effective on October 24, 2005. The Company consummated the Offering
      on
      October 28, 2005 and received net proceeds of approximately $106,472,000. See
      Note 3 - “Initial Public Offering,” for a complete discussion. The Company’s
      management has broad discretion with respect to the specific application of
      the
      net proceeds of the Offering, although substantially all of the net proceeds
      of
      the Offering are intended to be generally applied toward consummating a business
      combination with an operating business in the global oil and gas energy and
      production industry (“Business Combination”). There is no assurance that the
      Company will be able to successfully affect a Business Combination. An amount
      of
      $105,408,000 of the net proceeds plus interest earned is being held in a trust
      account (“Trust Account”) and invested in United States Treasury Bills having a
      maturity of 180 days or less or in money market funds meeting certain conditions
      under Rule 2a-7 promulgated under the Investment Company Act of 1940 until
      the
      earlier of the consummation of its first Business Combination or liquidation
      of
      the Company. The Company’s first Business Combination must be with a target
      business or businesses whose collective fair market value would be at least
      equal to 80% of the Company’s net assets at the time of such acquisition. The
      remaining net proceeds (not held in the Trust Account) may be used to pay for
      business, legal and accounting due diligence on prospective acquisitions and
      continuing general and administrative expenses. The Company, after signing
      a
      definitive agreement for the acquisition of a target business, will submit
      such
      transaction for stockholder approval. In the event that stockholders owning
      20%
      or more of the shares sold in the Offering vote against the Business Combination
      and exercise their conversion rights described below, the Business Combination
      will not be consummated. All of the Company’s stockholders prior to the
      Offering, including all of the officers and directors of the Company (“Founding
      Stockholders”), have agreed to vote their 3,600,000 founding shares of common
      stock in accordance with the vote of the majority in interest of all other
      stockholders of the Company (“Public Stockholders”) with respect to any Business
      Combination. After consummation of a Business Combination, these voting
      safeguards will no longer be applicable. See Note 4 - “Business Combination,”
for a discussion of a definitive Asset Acquisition Agreement and Plan of
      Reorganization entered into on October 4, 2006, which replaced an Agreement
      and
      Plan of Merger entered into on January 26, 2006 with the same
      parties.





With
      respect to a Business Combination that is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company convert his or her shares. The per share conversion price will equal
      the
      amount in the Trust Account, calculated as of two business days prior to the
      consummation of the proposed Business Combination, divided by the number of
      shares of common stock held by Public Stockholders at the consummation of the
      Offering. Accordingly, Public Stockholders holding less than 20% of the
      aggregate number of shares owned by all Public Stockholders may seek conversion
      of their shares in the event of a Business Combination. Such Public Stockholders
      are entitled to receive their per-share interest in the Trust Account computed
      without regard to the shares held by Founding Stockholders.




5




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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





The
      Company’s Certificate of Incorporation provides for mandatory liquidation of the
      Company in the event that the Company does not consummate a Business Combination
      within 18 months from the date of the consummation of the Offering (October
      28,
      2005), or 24 months from the consummation of the Offering if certain extension
      criteria have been satisfied. In the event of liquidation, it is likely that
      the
      per share value of the residual assets remaining available for distribution
      (including Trust Fund assets) will be less than the initial public offering
      price per share in the Offering (assuming no value is attributed to the Warrants
      contained in the Units in the Offering discussed in Note 3 - “Initial Public
      Offering”).




*Principles
      of Consolidation*




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




*Income
      Taxes*




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




For
      Federal income tax purposes, as of September 30, 2006, the Company has a net
      operating loss carry forward approximating $1,400,000, which expires in 2020
      and
      2021. The net operating loss carry forward gives rise to a deferred tax asset
      approximating $475,000 against which the Company has recorded a full valuation
      allowance since management believes that, based upon current available objective
      evidence, that it is more likely than not that the deferred tax asset will
      not
      be realized.




The
      effective tax rate differs from the statutory rate of 34% due principally to
      Federal tax free interest income, permanent differences, the increase in the
      valuation allowance, and the effect of New Jersey state income
      taxes.





*Income
      Per Share*




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





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




6




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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





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




Nine
                months ended September 30, 2006Net
                Income
              (Numerator)
            
            
            Shares
              (Denominator)
            
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            1,190,239
            
            
            15,121,440
            
            $
            0.08**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,354,438
            
            $
            .01Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            1,190,239
            
            
            17,475,878
            
            $
            0.07





An
      option
      to purchase 720,000 Units was excluded in the computation of diluted EPS for
      the
      three and nine months ended September 30, 2006 because the option price exceeded
      the average market price for the Units in these periods.




*Use
      of Estimates*




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




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




*Concentration
      of Credit Risk*




At
      September 30, 2006, the Company has cash balances in banks in excess of the
      maximum amount insured by the FDIC.





*Cash
      and Cash Equivalents*





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





7




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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





*Recent
      Accounting pronouncements*




In
      July
      2006, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation 48, "Accounting for Uncertainty in Income Taxes—an interpretation
      of FASB Statement No. 109" ("FIN 48"), which prescribes a recognition threshold
      and measurement process for recording in the financial statements uncertain
      tax
      positions taken or expected to be taken in a tax return. Additionally, FIN
      48
      provides guidance on the recognition, classification, accounting in interim
      periods and disclosure requirements for uncertain tax positions. The accounting
      provisions of FIN 48 will be effective for the Company beginning January 1,
      2007. The Company is in the process of determining the effect, if any, that
      the
      adoption of FIN 48 will have on its financial statements.




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements.* SFAS
      No.
      157 provides guidance for using fair value to measure assets and liabilities.
      In
      addition, this statement defines fair value, establishes a framework for
      measuring fair value, and expands disclosures about fair value measurements.
      Where applicable, this statement simplifies and codifies related guidance within
      generally accepted accounting principles. This statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company’s adoption of SFAS
      No. 157 is not expected to have a material effect on its financial
      statements.





**NOTE
      2 - Basis of Presentation**





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





The
      Company believes it will have sufficient available funds (outside of the trust
      fund) to operate through September 30, 2007, in the event that the proposed
      business combination as described in Note 4 is not consummated during that
      time.
      The principal sources of these funds will be from loans advanced from certain
      stockholders of the Company. There can be no assurance that the acquisition
      described in Note 4 will be consummated.




**NOTE
      3 - Initial Public Offering**




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




8




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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




In
      connection with the Offering, the Company issued an option, for $100.00, to
      the
      representative of the underwriters to purchase up to 720,000 Units at an
      exercise price of $10.00 per Unit. The Units issuable upon exercise of this
      option are identical to those described in the preceding paragraph, except
      that
      the warrants underlying the Units will be exercisable at $7.50 per share. This
      option is exercisable at $10.00 per Unit commencing on the later of the
      consummation of a Business Combination and one year from the date of the
      prospectus relating to the Offering (October 24, 2005) and expiring five years
      from such date. The option may be exercised for cash or on a “cashless” basis,
      at the holder’s option, such that the holder may use the appreciated value of
      the option (the difference between the exercise prices of the option and the
      underlying Warrants and the market price of the Units and underlying securities)
      to exercise the option without the payment of any cash.





The
      option and the 720,000 units, the 720,000 shares of common stock and the 720,000
      warrants underlying such units, and the 720,000 shares of common stock
      underlying such warrants, have been deemed compensation by the National
      Association of Securities Dealers (“NASD”) and are therefore subject to a
      180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
      Additionally, the option may not be sold, transferred, assigned, pledged or
      hypothecated for a one-year period (including the foregoing 180-day period)
      following the date of the Offering prospectus (October 24, 2005). Although
      the
      purchase option and its underlying securities are intended to be registered
      under the registration statement relating to the Offering, the option grants
      to
      holders demand and “piggy back” rights for periods of five and seven years,
      respectively, from the date of the Offering with respect to the registration
      under the Securities Act of the securities directly and indirectly issuable
      upon
      exercise of the option. The Company would be obligated to bear all fees and
      expenses attendant to registering the securities, other than underwriting
      commissions, which will be paid for by the holders themselves.




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




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





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




9




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      4 - Proposed Business Combination**




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




The
      definitive merger agreement contemplated the merger of the Company’s
      wholly-owned subsidiary, PER Acquisition Corp., with and into Tandem, with
      current stockholders of Tandem receiving, in the aggregate, approximately $102
      million in cash less the amount required to retire the indebtedness of Tandem
      and its subsidiaries of approximately $42 million.




On
      October 4, 2006, Platinum, the Company’s wholly-owned subsidiary, PER
      Acquisition Corp., and Tandem restructured their previously announced merger
      and
      Platinum, PER Acquisition Corp. and Tandem’s wholly-owned subsidiary Tandem
      Energy Corporation (“TEC”) entered into an Asset Acquisition Agreement and Plan
      of Reorganization pursuant to which Platinum will acquire all of the assets
      and
      assume substantially all of the liabilities of TEC, including approximately
      $42
      million of TEC’s debt which will be retired at closing, in exchange for the
      issuance of approximately eight million shares of Platinum common stock to
      TEC.
      The total number of shares to be received by TEC will be determined by dividing
      $60 million by the per share cash value of Platinum’s IPO trust account, which
      is determined by dividing the amount held in trust by 14,400,000 (the number
      of
      shares issued in Platinum’s IPO). The per share cash value was $7.52 at
      September 30, 2006. In connection with the transaction, Tandem returned $350,000
      of the performance deposit associated with the original Merger Transaction
      to
      the Company. The remaining balance of $150,000 is to be applied towards the
      payment of Tandem/TEC transaction costs incurred in connection with the Asset
      Acquisition. After the consummation of the Asset Acquisition, TEC and its
      parent, Tandem, will liquidate and distribute the Platinum shares to Tandem’s
      stockholders.





The
      closing of the Asset Acquisition is subject to various closing conditions,
      including the filing of a proxy statement with the U.S. Securities and Exchange
      Commission, approval of the Asset Acquisition by the stockholders of the Company
      and Tandem and the satisfaction or waiver of other customary conditions. In
      addition, the closing is conditioned on holders of less than twenty percent
      (20%) of the shares of the Company common stock issued in the Offering voting
      against the Asset Acquisition and electing to convert their shares of the
      Company common stock into cash, as permitted by the Company’s amended
      certificate of incorporation. The Company’s initial shareholders, officers and
      directors, who hold approximately 20% of the Company’s voting stock, have agreed
      to vote their shares in accordance with the vote of the majority of the
      non-affiliated public stockholders on the Asset Acquisition .





The
      parties have made customary representations and warranties and covenants in
      the
      Asset Purchase Agreement. In addition, TEC has agreed not to solicit proposals
      related to alternative business combination transactions or enter into
      discussions concerning or to provide information in connection with alternative
      business combination transactions. The Company has agreed not to enter into
      any
      agreement to acquire any oil and gas interest that would require a closing
      prior
      to the closing of the Asset Purchase Agreement. The Asset Purchase Agreement
      contains certain termination rights for both the Company and TEC.




10




In
      connection with the Asset Purchase Agreement:







a.
            The
                Company retained C.K. Cooper & Company, Inc., an investment banking
                firm, to provide a fairness opinion as to whether the consideration
                to be
                paid by the Company in the Asset Acquisition is fair, from a financial
                point of view, to the Company’s stockholders and that the fair value of
                TEC is at least equal to 80% of the Company’s net assets. C.K. Cooper was
                originally retained to provide a fairness opinion in connection with
                the
                previously proposed merger with Tandem and was paid $50,000 at that
                time.
                In October 2006, the Company, entered into a letter agreement with
                C.K.
                Cooper to provide a fairness opinion in connection with respect to
                the
                Asset Acquisition Agreement, with $25,000 paid upon execution of
                the
                arrangement and an additional $25,000 due upon closing of the Asset
                Acquisition.  b.
            In
                connection with the Asset Acquisition Agreement, the Company entered
                into
                a Finders Agreement with Mr. Lance Duncan, an individual with prior
                affiliations with Tandem, who had been given limited authority by
                Tandem
                management to act on its behalf. Pursuant to the Finders Agreement,
                the
                Company agreed to pay Mr. Duncan a fee of $3.0 million at the consummation
                of the Asset Purchase Agreement in consideration for his introduction
                of
                TEC to Platinum. The Company also entered into a Consulting Agreement
                pursuant to which the Company agreed to issue to Mr. Duncan over
                an
                18-month period following the consummation of the Asset Purchase
                Agreement
                restricted shares of the Company’s common stock valued at $5.0 million in
                consideration of future consulting services, including the investigation
                and evaluation of enterprises in the energy industry, focusing on
                oil and
                gas, with a view to possible future acquisition and, if warranted,
                to
                assist in the scheduling of meetings, site inspections and due diligence
                investigations between the parties, as
                applicable.


Deferred
      acquisition and financing costs reflected on the condensed consolidated balance
      sheet as of September 30, 2006, includes costs principally incurred in
      connection with the Tandem transaction, including due diligence related costs,
      fair value consultants and other fees.




11




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      5 - Note Payable - Stockholder**





In
      May
      2006 and August 2006, the Company received $50,000 and $25,000 from the proceeds
      of a note payable to an officer and stockholder of the Company. The notes bear
      interest at 5% per annum and is due on the earlier of (i) April 28, 2007 or
      (ii)
      upon the consummation of the Asset Purchase Agreement.




**NOTE
      6 - Commitments**




As
      of
      September 30, 2006 the Company occupied office space provided by an affiliate
      of
      a Founding Stockholder. Such affiliate has agreed that, until the acquisition
      of
      a target business by the Company, it will make such office space, as well as
      certain office and secretarial services, available to the Company, as may be
      required by the Company from time to time. The Company agreed to pay such
      affiliate $7,500 per month for such office space and services commencing on
      the
      effective date of the Offering. As of September 30, 2006, $67,950 has been
      accrued with
      respect to this arrangement. Upon completion of a Business Combination or the
      distribution of the trust account to the public stockholders, the Company will
      no longer be required to pay this monthly fee.





In
      October 2005, the Company entered into a sublease for office space expiring
      April 2009 at the rate of $2,844 per month. The agreement provided that the
      Company, at its option, may cancel the sublease effective, November 2006, and
      that the sublessor could request that the Company vacate the premises on 60
      days
      advanced notice. Pursuant to a termination agreement, the Company received
      a
      refund of advanced rent and of the security deposit aggregating $17,063, which
      was included in prepaid expenses and other current assets on the balance sheet
      as of December 31, 2005.




In
      February 2006, the Company entered into an operating facilities sublease
      arrangement in New Jersey. The term of the sublease commenced on March 1, 2006
      and expires February 28, 2009, subject to earlier termination. The Company
      may
      terminate the sublease without penalty within a year of the commencement date
      by
      providing the sublessor two months’ prior written notice. Prior to the first
      anniversary of the commencement date, the sublessor may give notice to the
      Company that it has found an alternative tenant, at which point the Company
      has
      10 days to elect to continue the sublease for the full term or vacate within
      two
      months. The gross rental commitment, including annual escalations and electric
      charge, approximates $20,000 for each year of the three year lease term, subject
      to earlier termination as described.




The
      Company has engaged Casimir Capital LP (“CCLP”), the representative of the
      underwriters, on a non-exclusive basis, as its agent for the solicitation of
      the
      exercise of the Warrants. To the extent not inconsistent with the guidelines
      of
      the NASD and the rules and regulations of the Securities and Exchange Commission
      (“SEC”), the Company has agreed to pay CCLP for bona fide services rendered, a
      commission equal to 5% of the exercise price for each warrant exercised more
      than one year after the date of an effective prospectus if the exercise was
      solicited by the underwriters. In addition to soliciting, either orally or
      in
      writing, the exercise of the warrants, the representative’s services may also
      include disseminating information, either orally or in writing, to warrant
      holders about the Company or the market for its securities, and assisting in
      the
      processing of the exercise of the warrants. No compensation will be paid to
      the
      representative upon the exercise of the warrants if:





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




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




·
            the
                warrants are held in a discretionary
                account;




·
            the
                warrants are exercised in an unsolicited transaction;
                or




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




12




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




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




**Overview**




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




At
      September 30, 2006, Platinum had not yet commenced any commercial operations.
      All activities for the period from April 25, 2005 (inception) through September
      30, 2006 relate to the Company’s formation, the completion of the public
      offering and the consummation of the Asset Purchase Agreement described below.
      We selected December 31 as the Company’s fiscal year end.




**Results
      of Operations**




For
      the
      three and nine month periods ended September 30, 2006, we had net income of
      $502,675 and $1,190,239, respectively, attributable to net interest income
      of
      $697,613 and $1,853,862, respectively, resulting primarily from interest income
      earned on the proceeds of our IPO, offset by expenses attributable to
      organization and formation expenses, expenses incurred in identifying and
      qualifying an acquisition candidate and legal and accounting costs. As more
      fully described below, the interest income is earned on funds held in the trust
      account. The funds held in trust and related interest income are only available,
      subject to certain conditions, for use in making a qualified acquisition and
      not
      for our normal daily operating expenses. Interest income was derived from
      sources free of federal income taxes resulting in a lower than normal provision
      for income taxes.




**Acquisition
      Announcement**




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




13




The
      definitive merger agreement contemplated the merger of our wholly-owned
      subsidiary, PER Acquisition Corp., with and into Tandem, with current
      stockholders of Tandem receiving, in the aggregate, approximately $102 million
      in cash less the amount required to retire the indebtedness of Tandem and its
      subsidiaries of approximately $42 million.




On
      October 4, 2006, Platinum, its wholly-owned subsidiary, PER Acquisition Corp.,
      and Tandem restructured their previously announced merger and Platinum, PER
      Acquisition Corp. and Tandem’s wholly-owned subsidiary Tandem Energy Corporation
      (“TEC”) entered into an Asset Acquisition Agreement and Plan of Reorganization
      pursuant to which Platinum will acquire all of the assets and assume
      substantially all of the liabilities of TEC, including approximately $42 million
      of TEC’s debt which will be retired at closing, in exchange for the issuance of
      approximately eight million shares of Platinum common stock to TEC. The total
      number of shares to be received by TEC will be determined by dividing $60
      million by the per share cash value of Platinum’s IPO trust account, which is
      determined by dividing the amount held in trust by 14,400,000 (the number of
      shares issued in Platinum’s IPO). The per share cash value was $7.52 at
      September 30, 2006.




After
      the
      consummation of the acquisition, TEC and its parent, Tandem, will liquidate
      and
      distribute the Platinum shares to Tandem’s stockholders.




**Liquidity
      and Capital Resources**




On
      October 28, 2005, we consummated our initial public offering of 14,400,000
      units
      with each unit consisting of one share of our common stock, $0.0001 per share,
      and one warrant to purchase one share of common stock at an exercise price
      of
      $6.00 per share. The units were sold at an offering price of $8.00 per unit,
      generating gross proceeds of $115,200,000. The total net proceeds to us from
      the
      offering were approximately $106,472,000, of which $105,408,000 was deposited
      into a trust fund and the remaining proceeds ($1,064,000) were available to
      be
      used to provide for business, legal and accounting, due diligence on prospective
      business combinations and continuing general and administrative expenses. The
      net proceeds deposited into the trust fund remain on deposit in the trust fund,
      earning interest, and are contemplated for use in connection with a business
      combination. As of September 30, 2006, there was $108,321,924 held in the trust
      fund. In the nine months ended September 30, 2006, we used $500,000 towards
      a
      deposit on the Tandem acquisition (of which $350,000 was returned in September
      2006) and $1,263,136 for deferred acquisition and financing costs, principally
      for the Tandem acquisition. In June 2006 and August 2006, we received $50,000
      and $25,000, respectively of proceeds from short term notes payable issued
      to
      our Chairman. At September 30, 2006, we had cash balances not deposited in
      the
      trust fund of $145,944.




In
      July
      2006, we received a commitment letter from a bank, conditioned upon consummation
      of the originally proposed Tandem merger transaction and execution of a
      definitive financing agreement for $45 million in financing. This arrangement
      was comprised of a $35 million formula based secured reducing revolving line
      of
      credit and a $10,000,000 secured acquisition line of credit. Availability was
      to
      be subject to a formula based upon assets and maintenance of compliance with
      certain financial ratios. The arrangement was to have a four-year term, and
      would have required minimum $825,000 monthly mandatory payments to reduce any
      outstanding balance of the revolving line of credit. Subsequent to the restructuring of the proposed merger
      and the execution
      of the Asset Acquisition Agreement with TEC, while the original commitment
      letter is no longer applicable the bank verbally indicated that it was
      willing to provide a new commitment letter on similar terms. The Company has
      indicated that it is interested in $40 million of financing at this
      time. No assurance can be given that the bank will enter into such an updated
      commitment letter on terms satisfactory to the Company, if at all, and if so
      whether definitive documentation can be completed.




We
      intend
      to use a substantial amount of the net proceeds from the IPO to acquire a target
      business. To the extent that our capital stock is used, in whole or in part,
      as
      consideration to effect a business combination, the proceeds held in the trust
      fund as well as any other net proceeds not expended will be used to finance
      the
      operations of the target business.




We
      believe we will have sufficient available funds (outside of the trust fund)
      to
      operate through September 30, 2007, in the event that the proposed business
      combination as described in Note 4 is not consummated during that time. The
      principal sources of these funds will be from loans advanced from certain
      stockholders of the Company. There can be no assurance that the acquisition
      described in Note 4 will be consummated.





In
      the
      period from October 28, 2005 through October 28, 2007, we initially estimated
      that we would incur approximately $300,000 in expenses for legal, accounting
      and
      other expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination and preparation of a proxy statement,
      an
      aggregate of $180,000 for the administrative fees payable to Platinum Partners
      Value Arbitrage, L.P. or other designated parties (a total of $7,500 per month
      for two years), $100,000 for expenses for the due diligence and investigation
      of
      a target business, $50,000 of expenses in legal and accounting fees relating
      to
      our SEC reporting obligations and $358,000 for general working capital that
      will
      be used for miscellaneous expenses and reserves, including approximately $75,000
      for director and officer liability insurance premiums. Many of these expenses
      have already been incurred, and in some cases have increased substantially,
      and
      been paid resulting in the Company’s cash position at September 30, 2006 as
      noted above.




14




In
      the
      event that the Company does not consummate a business combination within 18
      months from the date of the consummation of the IPO (October 28, 2005), or
      24
      months from the consummation of the IPO if certain extension criteria have
      been
      satisfied, the Company’s amended Certificate of Incorporation provides for
      mandatory liquidation of the Company. Among other conditions, in the event
      of
      such liquidation, funds held in trust would be required to be returned to the
      investors in the IPO.




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




In
      the
      event that the Company does consummate the currently proposed asset acquisition
      with TEC, the net proceeds of Platinum’s IPO would be released and approximately
      $42 million of such funds would be used to retire the indebtedness of TEC
      assumed as part of the transaction. The remaining amount, together with the
      anticipated $40 million in financing which the Company expects to obtain, would
      be used to (1) make payments to Platinum stockholders who exercise their
      conversion rights in the business combination vote, (2) pay the finder’s fee of
      $3 million payable in connection with the transaction as well as other
      transaction-related expenses and (3) fund future acquisitions, working capital,
      capital expenditures associated with TEC’s assets and repurchases of shares of
      Platinum common stock under the contemplated Platinum share repurchase
      program.




**Off-Balance
      Sheet Arrangements**




As
      of
      September 30, 2006, we did not have any off-balance sheet arrangements as
      defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
      Act of 1934.




**Contractual
      Obligations and Commitments**




In
      February 2006, we entered into a sublease arrangement for office space located
      in Montvale, New Jersey. The term of the sublease commenced on March 1, 2006
      and
      expires February 28, 2009, subject to earlier termination pursuant to the
      sublease terms. Pursuant to the sublease terms, we may terminate the sublease
      without penalty within one year of the commencement date by providing the
      sublessor with two months’ prior written notice. Prior to the first anniversary
      of the commencement date, the sublessor may give notice to us that it has found
      an alternative tenant, at which point we have ten days to elect to continue
      the
      sublease for the full term or vacate the premises within two months. Gross
      rent,
      including annual escalations and electric charges are approximately $20,000
      for
      each year of the three year lease term.




**Critical
      Accounting Policies**




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




15




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




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




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      fund,
      we may not engage in, any substantive commercial business. Accordingly, we
      are
      not and, until such time as we consummate a business combination, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices. The net proceeds of our
      initial public offering held in the trust fund have been invested only in money
      market funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940. Given our limited risk in our exposure to money
      market funds, we do not view the interest rate risk to be
      significant.




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




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




The
      Company, under the supervision of our chief executive officer and chief
      financial officer, carried out an evaluation of the effectiveness of the design
      and operation of its disclosure controls and procedures as of September 30,
      2006. Based upon that evaluation, management, including our chief executive
      officer and chief financial officer, concluded that the Company’s disclosure
      controls and procedures were effective in alerting it in a timely manner to
      information relating to the Company required to be disclosed in this
      report.




During
      the three months ended September 30, 2006, there have been no significant
      changes in our internal controls over financial reporting that have materially
      affected or are reasonably likely to materially affect our internal controls
      over financial reporting.




16





**OTHER
      INFORMATION**




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




A
      lawsuit
      was filed against Platinum and Tandem in Florida Circuit Court on or about
      June
      14, 2006. The lawsuit involves a claim with respect to ownership of 2.7 million
      shares of the common stock of Tandem that were purportedly transferred to a
      third party by an affiliate of Mr. Lyle Mortensen, one of the promoters of
      Tandem, which shares Tandem maintains were invalidly issued and subsequently
      cancelled in 2005 by board action of Tandem’s board. The third party’s suit is
      against Tandem and Platinum seeking a declaration by the court that Tandem’s
      cancellation of the shares was improper and that the third party is the rightful
      owner of the shares and an injunction prohibiting Tandem and Platinum from
      taking any action in detriment to his alleged rights in and to the shares.
      Tandem and Platinum have no contacts with the State of Florida and have filed
      a
      motion seeking dismissal of the lawsuit on the grounds that Florida courts
      have
      no jurisdiction over them. A
      hearing
      on the motion was held on November 7, 2006. The court has not yet ruled on
      the
      motion. In
      addition, Platinum and Tandem are seeking sanctions against the third party
      for
      filing a frivolous lawsuit.




There
      are
      no other material legal proceedings pending against us.




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




The
      following is an additional risk from those set forth in the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2005.




**Risk
      associated with our business**





***We
      may not have sufficient funds to continue our business if we do not consummate
      our proposed*** ***asset
      acquisition with Tandem Energy Corporation*** ***.***





Given
      our
      cash position of approximately $146,000 at September 30, 2006, our limited
      sources of liquidity, our current liabilities and our expected continued costs
      associated with our proposed business combination, we may not have funds
      sufficient to seek to an alternative business combination if we do not
      consummate our proposed asset acquisition with TEC and are unable to obtain
      additional funds through a private debt financing or a private offering of
      debt
      or equity No assurance can be given the we will be able to consummate our
      proposed asset acquisition with TEC or that additional funds can be obtained
      on
      terms acceptable to the Company, if at all.




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




None




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




None




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




None




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




None




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


31.1
        Section 302 Certification of Principal Executive Officer
  31.2
        Section 302 Certification of Principal Financial Officer
  32.1
        Section 906 Certification




17





**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**PLATINUM
                ENERGY RESOURCES, INC.**Date:
              November 17, 2006
            By:
            /s/
              Mark
              NordlichtMark Nordlicht
              Chairman of the
                Board




18