**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 June 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 Filero
            Accelerated
                Filero
            Non-Accelerated
                Filerx








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
      August 14, 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 INFORMATIONItem
                1. Financial Statements
            1-10Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            11-14Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            14Item
                4. Controls and Procedures
            14PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            15Item
                1A. Risk Factors
            15Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            15Item
                3. Defaults Upon Senior Securities
            15Item
                4. Submission of Matters to a Vote of Security Holders
            15Item
                5. Other Information
            15Item
                6. Exhibits
            15Signatures
            16







i


**FINANCIAL
      INFORMATION**





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




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


**(A
      Development Stage Enterprise)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





ASSETSJune
                30,
            
            December
                31,2006
            
            2005(Unaudited)CURRENT
                ASSETSCash
                and cash equivalents
            
            $
            6,836
            
            $
            902,498Cash
                and cash equivalents held in trust
            
            
            107,448,183
            
            
            105,884,102Prepaid
                expenses and other current assets
            
            
            32,242
            
            
            118,711Total
                Current Assets
            
            
            107,487,261
            
            
            106,905,311Performance
                deposit
            
            
            500,000
            
            
            --Deferred
                acquisition and financing costs
            
            
            893,865
            
            
            --TOTAL
                ASSETS
            
            $
            108,881,126
            
            $
            106,905,311LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            773,444
            
            $
            87,795Due
                to related party
            
            
            50,445
            
            
            16,875Note
                payable - stockholder
            
            
            50,000
            
            
            --Income
                taxes payable - state
            
            
            139,300
            
            
            28,100Total
                Current Liabilities
            
            
            1,013,189
            
            
            132,770Common
                stock subject to possible redemption, 2,878,560 shares at conversion
                value
            
            
            21,478,891
            
            
            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
            
            
            963,292
            
            
            275,728TOTAL
                STOCKHOLDERS' EQUITY
            
            
            86,389,046
            
            
            85,701,482TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            108,881,126
            
            $
            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 June 30, 2006
            
            Six
                Months Ended June 30, 2006
            
            Period
                from April 25, 2005 (Inception) to June 30, 2005
            
            Cumulative
                for the Period from April 25, 2005 (Inception) to June 30,
                2006(Unaudited)
            
            (Unaudited)
            
            
            
            (Unaudited)OPERATING
                EXPENSESAdministrative
                cost allowance - related party
            
            $
            19,170
            
            $
            33,570
            
            $
            --
            
            $
            50,445Marketing,
                general and administrative expenses
            
            
            134,048
            
            
            323,915
            
            
            3,719
            
            
            474,314Total
                operating expenses
            
            
            153,218
            
            
            357,485
            
            
            3,719
            
            
            524,759OTHER
                INCOME (EXPENSES)Interest
                income, net of interest allocated to common stock subject to possible
                redemption of $168,101, $407,832, $ 0 and $407,832
            
            
            672,854
            
            
            1,156,249
            
            
            --
            
            
            1,632,351Interest
                (expense)
            
            
            --
            
            
            --
            
            
            (1,093
            )
            
            (5,000
            )Total
                other income (expense)
            
            
            672,854
            
            
            1,156,249
            
            
            (1,093
            )
            
            1,627,351NET
                INCOME BEFORE INCOME TAXES
            
            
            519,636
            
            
            798,764
            
            
            (4,812
            )
            
            1,102,592PROVISION
                FOR INCOME TAXES
            
            
            63,300
            
            
            111,200
            
            
            --
            
            
            139,300NET
                INCOME (LOSS)
            
            $
            456,336
            
            $
            687,564
            
            $
            (4,812
            )
            $
            963,292WEIGHTED
                AVERAGE NUMBER OF COMMONSHARES
                BASIC AND DILUTED
            
            
            15,121,440
            
            
            15,121,440
            
            
            3,600,000NET
                INCOME (LOSS) PER COMMON SHARE BASIC AND DILUTED
            
            $
            0.03
            
            $
            0.05
            
            $
            (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







Common
                stockShares
            
            Amount
            
            Additionalpaid-incapital
            
            Earnings
                accumulated during the development stage
            
            Totalstockholders
                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) on October
                28,
                2005 at $8.00 per unit
            
            
            14,400,000
            
            
            1,440
            
            
            106,470,273
            
            
            --
            
            
            106,471,713Proceeds
                subject to possible conversion of 2,878,560 shares
            
            
            (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 six months ended June 30, 2006 (unaudited)
            
            
            --
            
            
            --
            
            
            --
            
            
            687,564
            
            
            687,564Balance
                at June 30, 2006 (unaudited)
            
            
            15,121,440
            
            $
            1,512
            
            $
            85,424,242
            
            $
            963,292
            
            $
            86,389,046





*See
      notes to condensed consolidated financial statements*




3


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


**(A
      Development Stage Enterprise)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**





Six
                Months Ended June 30, 2006
            
            Period
                from April 25, 2005 (Inception) to June 30, 2005
            
            Cumulative
                for the Period from April 25, 2005 (Inception) to June 30,
                2006(Unaudited)
            
            
            
            (Unaudited)Cash
                Flows From Operating ActivitiesNet
                income
            
            $
            687,564
            
            $
            (4,812
            )
            $
            963,292Adjustments
                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
            
            
            407,832
            
            
            --
            
            
            407,832Changes
                in operating assets and liabilities:Prepaid
                expenses and other current assets
            
            
            86,469
            
            
            --
            
            
            (32,242
            )Accrued
                expenses
            
            
            685,649
            
            
            1,093
            
            
            773,444Due
                to related party
            
            
            33,570
            
            
            --
            
            
            50,445Income
                taxes payable
            
            
            111,200
            
            
            --
            
            
            139,300Net
                cash provided by (used in) operating activities
            
            
            2,012,284
            
            
            (3,719
            )
            
            2,302,071Cash
                Flows From Investing ActivitiesCash
                held in Trust Fund
            
            
            (1,564,081
            )
            
            --
            
            
            (107,448,183
            )Performance
                deposit
            
            
            (500,000
            )
            
            --
            
            
            (500,000
            )Deferred
                acquistion and financing costs
            
            
            (893,865
            )
            
            --
            
            
            (893,865
            )Net
                cash used in investing activities
            
            
            (2,957,946
            )
            
            --
            
            
            (108,842,048
            )Cash
                Flows From Financing ActivitiesProceeds
                from the sale of common stock
            
            
            --
            
            
            25,000
            
            
            25,000Proceeds
                from note payable-stockholder
            
            
            50,000
            
            
            175,000
            
            
            230,000Repayment
                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
            
            
            --
            
            
            (114,090
            )
            
            --Proceeds
                from issuance of underwriter’s stock option
            
            
            --
            
            
            --
            
            
            100Net
                cash provided by financing activities
            
            
            50,000
            
            
            85,910
            
            
            106,546,813Net
                (Decrease) Increase in Cash
            
            
            (895,662
            )
            
            82,191
            
            
            6,836Cash
                - Beginning of the Period
            
            
            902,498
            
            
            --
            
            
            --Cash
                - End of Period
            
            $
            6,836
            
            $
            82,191
            
            $
            6,836SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATIONCash
                paid during the period for:Interest
            
            $
            --
            
            $
            --
            
            $
            5,000Income
                taxes
            
            $
            --
            
            $
            --
            
            $
            --Non-Cash
                Investing and Financing Activities:Deferred
                offering costs accrued and deferred
            
            $
            --
            
            $
            35,000
            
            $
            --







*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
      June 30, 2006, the Company had not yet commenced any commercial operations.
      All
      activities through June 30, 2006 relate to the Company's formation, the
      completion of the public offering described below and the completion of the
      Merger transaction , as defined 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 Agreement and Plan of Merger entered into
      on
      January 26, 2006.





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.




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”).







5




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




*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. See Note 4 -  "Business
      Combination" for a discussion of a definitive agreement and plan of merger
      entered into January 26, 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 June 30, 2006, the Company has a net
      operating loss carry forward approximating $630,000, which expires in 2020
      and
      2021. The net operating loss carry forward gives rise to a deferred tax asset
      approximating $214,000 against which the Company has recorded a full valuation
      allowance since management believes that, based upon current available objective
      evidence, it is not more likely than not that the deferred tax asset will be
      realized.




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





*Income
      (Loss) Per Share*




Income
      per share is computed by dividing the net income or loss by the weighted-average
      number of shares of common stock outstanding during the period. The warrants
      outstanding were not considered in the calculation since they are not
      exercisable as of June 30, 2006.




*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. Such standards may have an effect on
      financial statements in future periods.




*Concentration
      of Risk*




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




**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 June 30, 2006 and the results of
      operations and cash flows for the three and six month periods ended June 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.





6




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




The
      Company believes it will have sufficient available funds (outside of the trust
      fund) to operate through June 30, 2007, in the event that the proposed business
      combination as described in Note 4 is not consummated during that time and
      assuming that the related performance deposit is returned. However, given the
      Company’s cash position of approximately $7,000 at June 30, 2006, limited
      sources of liquidity, current liabilities and expected continued costs
      associated with the proposed business combination, sufficient funds to continue
      operations may not be available if the proposed business combination is not
      consummated. We also may not have sufficient funds necessary to complete
      the proposed merger with Tandem. If, pursuant to the terms of the merger
      agreement, the performance deposit is forfeited, sufficient funds to continue
      to
      seek an alternative business combination may not be available absent additional
      sources of funds through a private debt financing or a private offering of
      debt
      or equity.




**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. At the Company’s option the Warrants will be
      redeemable, in whole or in part, upon written consent of the representative
      of
      the underwriters, at a price of $0.01 per Warrant upon thirty (30) days notice
      after the Warrants become exercisable, only in the event that the last sale
      price of the common stock is at least $11.50 per share for any twenty (20)
      trading days within a thirty (30) trading day period ending on the third day
      prior to the date on which notice of redemption is given. Separate trading
      of
      the common stock and Warrants comprising the Units commenced on or about
      December 9, 2005. An additional 2,160,000 Units could have been sold for
      over-allotments in the 45-day period after the closing date of October 28,
      2005.
      No over-allotment Units were sold.




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




7


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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




The
      Company has accounted for the fair value of the option, inclusive of the receipt
      of the $100.00 cash payment, as a cost 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.




**NOTE
      4 - Proposed Business Combination**




On
      January 26, 2006, the Company, and its wholly-owned subsidiary, PER Acquisition
      Corp., a Delaware corporation (“Acquisition Sub”) (formed on January 25, 2006),
      entered into a definitive Agreement and Plan of Merger, as amended, (the “Merger
      Agreement”) 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, Acquisition
      Sub will merge with and into Tandem (the “Merger”). At the effective time of the
      Merger (the “Effective Time”), Tandem will be the surviving corporation and will
      become a wholly-owned subsidiary of the Company.




Pursuant
      to the Merger Agreement, current stockholders of Tandem will receive, in the
      aggregate, approximately $102.0 million, in cash, less the amount required
      to
      retire the indebtedness of Tandem and its subsidiaries of approximately $42.5
      million. More specifically, at the Effective Time and as a result of the Merger,
      holders of the outstanding Tandem common stock are to receive $2.53 per share.
      However, certain directors and officers of Tandem, who in the aggregate own
      approximately 85% of the outstanding Tandem common stock have waived their
      right
      to receive $0.40 of such consideration and have elected to receive only $2.13
      per share. The waived amounts will be added to the amounts to be received by
      stockholders who purchased their shares directly from Tandem or in the open
      market. Accordingly, such stockholders will receive an aggregate of $4.50 per
      share.




On
      January 26, 2006, the Company provided to Tandem a performance deposit of
      $500,000 which will be applied toward the payment of the purchase price upon
      closing. The performance deposit would be forfeited in the event the Merger
      Agreement is terminated for any reason other than a material breach of the
      terms
      of the Merger Agreement by Tandem. The merger agreement further contemplates
      the
      reimbursement, at closing, of Tandem by the Company for all capital and
      workover-related costs for the period from January 1, 2006 through the closing
      in an amount not to exceed an average of $700,000 per month. Additionally,
      the
      merger agreement requires Tandem to have working capital of at least $5.0
      million at closing (including its rights to unpaid reimbursements of capital
      and
      workover-related costs) with any shortfall to be covered by certain of Tandem’s
      stockholders who executed the merger agreement and any excess to be paid to
      such
      stockholders.




The
      closing of the Merger is subject to various closing conditions, including the
      filing of a proxy statement with the U.S. Securities and Exchange Commission,
      approval of the Merger Agreement 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
      Merger and electing to convert their shares of the Company common stock into
      cash, as permitted by the Company 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 on the Merger in
      accordance with the vote of the majority of the non-affiliated Public
      Stockholders. Certain officers and directors of Tandem, holding approximately
      75% of the outstanding shares of Tandem common stock have agreed to vote in
      favor of the Merger. Accordingly, Tandem stockholder approval is
      assured.





8




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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




The
      Company and Tandem have made customary representations and warranties and
      covenants in the Merger Agreement. In addition, Tandem 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 Merger.




The
      Merger Agreement contains certain termination rights for both the Company and
      Tandem, including, subject to certain limited exceptions, the ability for the
      Company to terminate the Merger Agreement prior to closing in the event it
      is
      not satisfied or believes in its sole judgment that it will not be satisfied
      with the results of its due diligence investigation.




In
      connection with the Merger Agreement:




a.
         The Company retained C.K. Cooper & Company, Inc., an investment
      banking firm, to provide a fairness opinion as to whether the merger
      consideration is fair, from a financial point of view, to the Company’s
      stockholders and that the fair value of Tandem is at least equal to 80% of
      the
      Company’s net assets. The Company paid $50,000 upon execution of the agreement
      and is obligated for an additional payment of $30,000 upon closing of the merger
      transaction.




b.
         In connection with the Merger Agreement, the Company entered into a
      letter 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 letter agreement, the Company agreed to pay Mr.
      Duncan a fee of $3.0 million at the consummation of the Merger for services
      rendered in connection with the Merger, including introduction of the parties,
      facilitation of the negotiations among the parties and release of any claims
      to
      ownership of shares of common stock of Tandem by Mr. Duncan and his affiliates.
      Pursuant to the letter agreement, the Company has also agreed to issue to Mr.
      Duncan over an 18-month period following the consummation of the Merger
      restricted shares of the Company’s common stock valued at $5.0 million in
      consideration of continuing consulting services, including investigation of
      possible future acquisitions for the Company and, if warranted, introductions
      to
      parties and facilitation of the negotiation process.




c.
            Tandem
                has been informed of a claim of ownership of 2.7 million shares of
                Tandem
                common stock. Tandem believes such shares to be a portion of 2.878
                million
                shares which Tandem asserts were invalidly issued but such claim
                could
                result in a claim against Platinum upon consummation of the merger.
                Tandem
                has filed a lawsuit in Nevada District Court seeking a declaration
                by the
                court that the certificates evidencing the shares were not validly
                issued,
                that such shares should be cancelled by the transfer agent, that
                the third
                party does not have a valid claim to or interest in the shares and
                the
                party claiming ownership of the 2.7 million shares has filed a competing
                lawsuit in the Florida Circuit Court, naming Platinum as a defendant
                in
                addition to Tandem based upon the mistaken belief that the merger
                has
                already been consummated. These shares are not included in the outstanding
                shares of Tandem. Pursuant to the terms of the merger agreement,
                as
                amended, certain major stockholders of Tandem will indemnify Platinum
                against, among other things, claims arising or losses resulting from
                capitalization issues; such indemnification obligations are not subject
                to
                financial limitations or qualifications. The merger agreement, as
                amended,
                provides that $5 million of the merger consideration otherwise payable
                to
                Messrs. Culp, Chambers, Yocham and Cunningham will be deposited with
                the
                exchange agent (appointed to act as agent for receipt of the shares
                of
                Tandem common stock and issuance of merger consideration payments
                to the
                stockholders of Tandem tendering their shares) to be held in escrow
                for a
                period of 2 years to be used to support such shareholders’ indemnification
                obligations. The amount held in escrow will be available for, among
                other
                things, payment of the claim of Mr. Mortensen or his transferee (if
                adjudicated to be valid after the merger has been consummated) as
                well as
                for other claims or losses resulting from capitalization issues.
                The
                amount of the escrow does not reflect a limitation relating to the
                indemnification obligations of Messrs. Culp, Chambers, Yocham and
                Cunningham which obligations are unlimited under the merger agreement.
                Management of Platinum believes that these provisions would address
                the
                claim of ownership of 2.878 million shares of Tandem common stock
                and
                other claims, if made. However, the amount held in escrow to support
                the
                indemnification obligations may be insufficient to address such claims
                and
                Platinum would then rely solely on the unsecured indemnification
                obligations of Messrs. Culp, Chambers, Yocham and
                Cunningham.





d.
            In
                July 2006, the Company received a commitment letter from a bank,
                conditioned upon consummation of the Tandem transaction and execution
                of a
                definitive financing agreement, for $45,000,000 in financing. This
                arrangement is comprised of a $35,000,000 formula based secured reducing
                revolving line of credit and a $10,000,000 secured acquisition line
                of
                credit. Availability will be subject to a formula based upon assets
                and
                maintenance of compliance with certain financial ratios. The arrangement
                would have a four-year term, and would require minimum $825,000 monthly
                mandatory principal payments to reduce any outstanding balance of
                the
                revolving line of credit.








9




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





**NOTE
      5 - Note Payable - Stockholder**





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




**NOTE
      6 - Commitments**




As
      of
      June 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 June 30, 2006, $50,445 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.





10


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




**Merger
      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., will 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 contemplates the merger of our wholly-owned
      subsidiary, PER Acquisition Corp., with and into Tandem, with current
      stockholders of Tandem receiving, in the aggregate, approximately $102.0 million
      in cash less the amount required to retire the indebtedness of Tandem and its
      subsidiaries of approximately $42.0 million. More specifically, at the effective
      time and as a result of the merger, holders of outstanding shares of common
      stock of Tandem are to receive $2.53 per share. However, since certain directors
      and officers of Tandem, who in the aggregate own approximately 85% of the
      outstanding Tandem common stock, have waived their right to receive $0.40 of
      such consideration and have elected to receive only $2.13 per share, the amounts
      so waived will be added to the amounts to be received by the stockholders who
      purchased their shares directly from Tandem or in the open market. Accordingly,
      such stockholders will receive an aggregate of $4.50 per share.




11


Our
      stockholders will not receive any cash or securities in the merger but will
      continue to hold the shares of Platinum common stock that they owned prior
      to
      the merger and, as a consequence of the merger, Platinum will become the parent
      company of Tandem.




The
      merger agreement further contemplates the reimbursement at closing of Tandem
      by
      Platinum for all capital and workover-related costs for the period from January
      1, 2006 through the closing in an amount not to exceed an average of $700,000
      per month. Additionally, the merger agreement requires Tandem to have working
      capital of at least $5.0 million at closing (including its rights to unpaid
      reimbursements of capital and workover-related costs) with any shortfall to
      be
      covered by certain of Tandem’s stockholders who executed the merger agreement
      and any excess to be paid to such stockholders.







The
      merger is subject to, among other things, the filing of a proxy statement with
      the SEC, approval of the transaction by our stockholders and the satisfaction
      or
      waiver of other customary conditions. In addition, the closing is conditioned
      on
      holders of less than 20% of the shares of Platinum common stock issued in
      Platinum’s IPO voting against the merger and electing to convert their shares
      into cash, as permitted by our certificate of incorporation. The initial
      stockholders who acquired their shares prior to our IPO who, in the aggregate,
      hold approximately 20% of Platinum voting stock have agreed to vote their shares
      in accordance with the vote of the majority of the non-affiliated stockholders.
      In view of the various conditions in connection with the merger proposal, there
      can be no assurance that the proposed transaction will be consummated. Platinum
      provided a deposit in the amount of $500,000 upon the execution of the merger
      agreement to be applied to the purchase price at closing provided that, in
      the
      event that the merger agreement is terminated for any reason other than a
      material breach of the agreement by Tandem, such amount shall be distributed
      to
      Tandem. As such, the failure of any of the foregoing conditions to be satisfied,
      among other things, could result in the termination of the merger agreement
      and
      the forfeiture of such deposit.




In
      connection with the Merger Agreement, Platinum entered into a letter 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 letter agreement, Platinum agreed to pay Mr. Duncan a fee of
      $3.0 million at the consummation of the merger for services rendered in
      connection with the merger, including introduction of the parties, facilitation
      of the negotiations among the parties and release of any claims to ownership
      of
      shares of common stock of Tandem by Mr. Duncan and his affiliates. Pursuant
      to
      the letter agreement, Platinum has also agreed to issue to Mr. Duncan over
      an
      18-month period following the consummation of the merger restricted shares
      of
      Platinum’s common stock valued at $5.0 million in consideration of continuing
      consulting services, including investigation of possible future acquisitions
      for
      Platinum and, if warranted, introductions to parties and facilitation of the
      negotiation process.




For
      a
      more complete discussion of our proposed merger with Tandem and of Tandem’s
      business, including the risks that are applicable to Platinum with respect
      to
      the proposed merger, see our preliminary proxy materials which are available,
      together with other documents filed by us with the SEC, free of charge, at
      the
      SEC’s website at http://www.sec.gov. Free copies of the proxy materials may also
      be obtained directly from us.




**Results
      of Operations**




For
      the
      three and six month periods ended June 30, 2006, we had net income of $456,336
      and $687,564, respectively, attributable to net interest income of $672,854
      and
      $1,156,249, 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.




**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 contemplated for use in connection with a business
      combination. As of June 30, 2006, there was $107,448,183 held in the trust
      fund.
      In the six months ended June 30, 2006, we used $500,000 towards a deposit on
      the
      Tandem acquisition and $893,865 for deferred acquisition and financing costs,
      principally for the Tandem acquisition. In June 2006, we received $50,000 of
      proceeds from a short term note payable issued to our Chairman. At June 30,
      2006, we had cash balances not deposited in the trust fund approximating
      $7,000.





In
      July
      2006, we received a commitment letter from a bank, conditioned upon consummation
      of the Tandem transaction and execution of a definitive financing agreement
      for
      $45,000,000 in financing. This arrangement is comprised of a $35,000,000 formula
      based secured reducing revolving line of credit and a $10,000,000 secured
      acquisition line of credit. Availability will be subject to a formula based
      upon
      assets and maintenance of compliance with certain financial ratios. The
      arrangement would have a four-year term, and would require minimum $825,000
      monthly mandatory payments to reduce any outstanding balance of the revolving
      line of credit.





12




We
      intend
      to use substantially all 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 June 30, 2007, in the event that the business combination with
      Tandem is not consummated during that time and assuming that our deposit is
      returned. However, given our cash position of approximately $7,000 at June
      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 continue our business if we do not consummate our
      proposed merger with Tandem. We also may not have sufficient funds
      necessary to complete the proposed merger with Tandem. If, pursuant to the
      terms of the merger agreement, our deposit is forfeited, we will not have
      sufficient funds to continue to seek an alternative business combination absent
      additional funds through private debt financing or a private offering of debt
      or
      equity.




In
      the
      period from October 28, 2005 through October 28, 2007, we estimate 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, and paid resulting
      in the Company’s cash position at June 30, 2006 as noted above.




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 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.




**Off-Balance
      Sheet Arrangements**




As
      of
      June 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.




13




**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.




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 June 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 six months ended June 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.




14


**OTHER
      INFORMATION**





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




A
      lawsuit
      was filed against Platinum 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. This motion is currently pending before the court. 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 business combination.***





Given
      our
      cash position of approximately $7,000 at June 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
      continue our business if we do not consummate our proposed merger with Tandem
      Energy Holdings, Inc. We also may not have sufficient funds necessary to
      complete the proposed merger with Tandem. We believe that we will have
      sufficient available funds to operate through June 30, 2007, in the event that
      the proposed business combination with Tandem is not consummated during that
      time and assuming that our deposit is returned. However, if, pursuant to the
      terms of the merger agreement, our deposit is forfeited, we will not have
      sufficient funds to continue to seek an alternative business combination absent
      additional funds through 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
      merger with Tandem and, if we do not, whether our deposit will be
      returned.





***A
      lawsuit involving disputed claim of ownership of shares of Tandem common stock
      could result in a claim against us upon consummation of the proposed merger
      with
      Tandem.***





Tandem
      has been informed of a claim of ownership of 2.7 million shares of Tandem common
      stock. Tandem believes such shares to be a portion of 2.878 million shares
      which
      Tandem asserts were invalidly issued but such claim could result in a claim
      against Platinum upon consummation of the merger. Tandem has filed a lawsuit
      in
      Nevada District Court seeking a declaration by the court that the certificates
      evidencing the shares were not validly issued, that such shares should be
      cancelled by the transfer agent, that the third party does not have a valid
      claim to or interest in the shares and the party claiming ownership of the
      2.7
      million shares has filed a competing lawsuit in the Florida Circuit Court,
      naming Platinum as a defendant in addition to Tandem based upon the mistaken
      belief that the merger has already been consummated. These shares are not
      included in the outstanding shares of Tandem. Pursuant to the terms of the
      merger agreement, as amended, certain major stockholders of Tandem will
      indemnify Platinum against, among other things, claims arising or losses
      resulting from capitalization issues; such indemnification obligations are
      not
      subject to financial limitations or qualifications. The merger agreement, as
      amended, provides that $5 million of the merger consideration otherwise payable
      to Messrs. Culp, Chambers, Yocham and Cunningham will be deposited with the
      exchange agent (appointed to act as agent for receipt of the shares of Tandem
      common stock and issuance of merger consideration payments to the stockholders
      of Tandem tendering their shares) to be held in escrow for a period of 2 years
      to be used to support such shareholders’ indemnification obligations. The amount
      held in escrow will be available for, among other things, payment of the claim
      of Mr. Mortensen or his transferee (if adjudicated to be valid after the merger
      has been consummated) as well as for other claims or losses resulting from
      capitalization issues. The amount of the escrow does not reflect a limitation
      relating to the indemnification obligations of Messrs. Culp, Chambers, Yocham
      and Cunningham which obligations are unlimited under the merger agreement.
      Management of Platinum believes that these provisions would address the claim
      of
      ownership of 2.878 million shares of Tandem common stock and other claims,
      if
      made. However, the amount held in escrow to support the indemnification
      obligations may be insufficient to address such claims and Platinum would then
      rely solely on the unsecured indemnification obligations of Messrs. Culp,
      Chambers, Yocham and Cunningham.





**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




15





**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: August
                14, 2006
            By:
            /s/ Mark
                NordlichtMark
                NordlichtChairman
                of the Board






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