**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, 2007




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 Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o




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




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





Indicated
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes x No o





As
      of
      August 10, 2007, 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
            1-17Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            18-21Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            22Item
                4.
            Controls
                and Procedures
            22PART
                II- OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            23Item
                1A.
            Risk
                Factors
            23-25Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            25Item
                3.
            Defaults
                Upon Senior Securities
            25Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            25Item
                5.
            Other
                Information
            25Item
                6.
            Exhibits
            25Signatures
            26










**FINANCIAL
      INFORMATION**




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





PLATINUM
                ENERGY RESOURCES, INC. AND SUBSIDIARY(A
                Development Stage Enterprise)CONDENSED
                CONSOLIDATED BALANCE SHEETS




June
                  30,
              
              December
                  31,2007
              
              2006(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              -
              
              $
              -Cash
                  and cash equivalents held in trust
              
              
              111,044,966
              
              
              109,213,492Prepaid
                  expenses and other current assets
              
              
              30,892
              
              
              79,526Total
                  Current Assets
              
              
              111,075,858
              
              
              109,293,018Deferred
                  acquisition costs
              
              
              1,938,275
              
              
              1,662,632Total
                  Assets
              
              $
              113,014,133
              
              $
              110,955,650LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              1,635,831
              
              $
              1,471,167Due
                  to related party
              
              
              130,585
              
              
              85,585Notes
                  payable - stockholder
              
              
              415,000
              
              
              75,000Income
                  taxes payable - state
              
              
              196,960
              
              
              130,960Total
                  Current Liabilities
              
              
              2,378,376
              
              
              1,762,712Common
                  stock subject to possible redemption, 2,878,560 shares at conversion
                  value
              
              
              22,197,888
              
              
              21,831,777COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  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 redemption) issued
                  and
                  outstanding
              
              
              1,512
              
              
              1,512Additional
                  paid-in capital
              
              
              85,424,242
              
              
              85,424,242Earnings
                  accumulated during the development stage
              
              
              3,012,115
              
              
              1,935,407Total
                  Stockholders' Equity
              
              
              88,437,869
              
              
              87,361,161Total
                  Liabilities and Stockholders' Equity
              
              $
              113,014,133
              
              $
              110,955,650


*See
      notes to condensed consolidated financial statements*




1





PLATINUM
                ENERGY RESOURCES, INC. AND SUBSIDIARY(A
                Development Stage Enterprise)CONDENSED
                CONSOLIDATED STATEMENTS OF
                OPERATIONS




For
                  the Three Months Ended June 30, 2007
              
              For
                  the Three Months Ended June 30, 2006
              
              For
                  the Six Months Ended June 30, 2007
              
              For
                  the Six Months Ended June 30, 2006
              
              Cumulative
                  for the Period from April 25, 2005 (Inception) to June 30,
                  2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              22,500
              
              $
              19,170
              
              $
              45,000
              
              $
              33,570
              
              $
              130,585Marketing,
                  general and administrative expenses
              
              
              121,714
              
              
              134,048
              
              
              254,205
              
              
              323,915
              
              
              1,122,194Total
                  operating expenses
              
              
              144,214
              
              
              153,218
              
              
              299,205
              
              
              357,485
              
              
              1,252,779OTHER
                  INCOME (EXPENSE)Interest
                  income, net of interest allocated to common stock subject to possible
                  redemption of $188,991, $168,108, $366,111, $407,832 and $1,126,829
              
              
              756,437
              
              
              672,854
              
              
              1,465,362
              
              
              1,156,249
              
              
              4,510,136Interest
                  expense
              
              
              (5,380
              )
              
              —
              
              
              (23,449
              )
              
              —
              
              
              (31,142
              )Total
                  other income (expense)
              
              
              751,057
              
              
              672,854
              
              
              1,441,913
              
              
              1,156,249
              
              
              4,478,994NET
                  INCOME BEFORE INCOME TAXES
              
              
              606,843
              
              
              519,636
              
              
              1,142,708
              
              
              798,764
              
              
              3,226,215PROVISION
                  FOR INCOME TAXES
              
              
              28,000
              
              
              63,300
              
              
              66,000
              
              
              111,200
              
              
              214,100NET
                  INCOME
              
              $
              578,843
              
              $
              456,336
              
              $
              1,076,708
              
              $
              687,564
              
              $
              3,012,115WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES:BASIC
              
              
              15,121,440
              
              
              15,121,440
              
              
              15,121,440
              
              
              15,121,440DILUTED
              
              
              18,220,150
              
              
              17,529,635
              
              
              17,882,548
              
              
              17,456,693NET
                  INCOME PER COMMON SHARE:BASIC
              
              $
              0.04
              
              $
              0.03
              
              $
              0.07
              
              $
              0.05DILUTED
              
              $
              0.03
              
              $
              0.03
              
              $
              0.06
              
              $
              0.04





*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’
                EQUITYUnaudited


Common
                  stock
              
              Additional
                  paid-in
              
              Earnings
                  accumulated during the development
              
              Total
                  stockholders'Shares
              
              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 redemption), October
                  28,
                  2005 at $8.00 per Unit
              
              
              14,400,000
              
              
              1,440
              
              
              106,470,273
              
              
              —
              
              
              106,471,713Proceeds
                  subject to possible redemption of 2,878,560 shares, October 28,
                  2005 at
                  $7.32 per Unit
              
              
              (2,878,560
              )
              
              (288
              )
              
              (21,070,771
              )
              
              —
              
              
              (21,071,059
              )Proceeds
                  from issuance of option, October 28, 2005
              
              
              —
              
              
              —
              
              
              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 year ended December 31, 2006
              
              
              —
              
              
              —
              
              
              —
              
              
              1,659,679
              
              
              1,659,679Balance
                  at December 31, 2006
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              1,935,407
              
              
              87,361,161Net
                  income, for the six months ended June 30, 2007
              
              
              —
              
              
              —
              
              
              —
              
              
              1,076,708
              
              
              1,076,708Balance
                  at June 30, 2007
              
              
              15,121,440
              
              $
              1,512
              
              $
              85,424,242
              
              $
              3,012,115
              
              $
              88,437,869




*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, 2007
              
              Six
                  Months Ended June 30, 2006
              
              Cumulative
                  for the Period from April 25, 2005 (Inception) to June 30,
                  2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)Cash
                  Flows From Operating ActivitiesNet
                  income
              
              $
              1,076,708
              
              $
              687,564
              
              $
              3,012,115Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other current assets
              
              
              48,634
              
              
              86,469
              
              
              (30,892
              )Accounts
                  payable and accrued expenses
              
              
              (88,188
              )
              
              56,684
              
              
              240,880Due
                  to related party
              
              
              45,000
              
              
              33,570
              
              
              130,585Income
                  taxes payable - State
              
              
              66,000
              
              
              111,200
              
              
              196,960Net
                  cash provided by operating activities
              
              
              1,148,154
              
              
              975,487
              
              
              3,549,648Cash
                  Flows From Investing ActivitiesDeposits
                  to cash and cash equivalents held in Trust Fund
              
              
              (1,831,474
              )
              
              (1,564,081
              )
              
              (111,044,966
              )Payment
                  of performance deposit
              
              
              —
              
              
              (500,000
              )
              
              (500,000
              )Recovery
                  of perfomance deposit upon restructuring
              
              
              —
              
              
              —
              
              
              500,000Payment
                  of deferred acquistion costs
              
              
              (22,791
              )
              
              (264,900
              )
              
              (543,324
              )Net
                  cash used in investing activities
              
              
              (1,854,265
              )
              
              (2,328,981
              )
              
              (111,588,290
              )Cash
                  Flows From Financing ActivitiesInterest
                  on cash held in trust, allocated to commonstock
                  subject to possible redemption
              
              
              366,111
              
              
              407,832
              
              
              1,126,829Proceeds
                  from the sale of common stock
              
              
              —
              
              
              —
              
              
              25,000Proceeds
                  from notes payable-stockholder
              
              
              340,000
              
              
              50,000
              
              
              595,000Repayment
                  of note payable-stockholder
              
              
              —
              
              
              —
              
              
              (180,000
              )Gross
                  proceeds of public offering
              
              
              —
              
              
              —
              
              
              115,200,000Payments
                  of costs of public offering
              
              
              —
              
              
              —
              
              
              (8,728,287
              )Proceeds
                  from issuance of underwriter’s option
              
              
              —
              
              
              —
              
              
              100Net
                  cash provided by financing activities
              
              
              706,111
              
              
              457,832
              
              
              108,038,642Net
                  (Decrease) Increase in Cash
              
              
              —
              
              
              (895,662
              )
              
              —Cash
                  - Beginning of the Period
              
              
              —
              
              
              902,498
              
              
              —Cash
                  - End of Period
              
              $
              —
              
              $
              6,836
              
              $
              —SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              16,639
              
              $
              —Income
                  taxes
              
              $
              —
              
              $
              —Non-Cash
                  Investing Activities:Deferred
                  acquisition costs accrued and deferred
              
              $
              252,852
              
              $
              628,965


*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, 2007, the Company had not yet commenced any commercial operations.
      All
      activities through June 30, 2007 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. 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 - “Proposed Business
      Combination,” for a discussion of a definitive Asset Acquisition Agreement and
      Plan of Reorganization entered into on October 4, 2006, as amended, 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 into cash. 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. This condition raises substantial doubt as to
      the
      Company’s ability to continue as a going concern (See Note 2 for Management’s
      Plan). As of June 30, 2007, the Company had satisfied the conditions to extend
      the mandatory liquidation date to October 28, 2007, which is the date 24 months
      subsequent to the consummation of the Offering. 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 - "Proposed
      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, as amended.




*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.





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company’s financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes”, and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure and transition.





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company’s financial statements as of
      January 1, 2007. The evaluation was performed for the tax period April 25
      (inception) to December 31, 2005 and the for the year ended December 31, 2006,
      the tax years which remain subject to examination for Federal and New Jersey
      State purposes as of June 30, 2007.





The
      Company’s policy is to classify assessments, if any, for tax related interest as
      interest expenses and penalties as marketing, general and administrative
      expenses.




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**




*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 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.





Three
                Months Ended June 30, 2007Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            578,843
            
            
            15,121,440
            
            $
            0.04**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            3,098,710
            
            $
            0.01Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            578,843
            
            
            18,220,150
            
            $
            0.03





Six
                  Months Ended June 30, 2007Net
                  Income
                (Numerator)
              
              Shares
                (Denominator)
              
              Per
                  Share Amounts**Basic
                  EPS**Net
                  Income
              
              $
              1,076,708
              
              
              15,121,440
              
              $
              0.07**Effect
                  of Dilutive Securities**Warrants
              
              $
              —
              
              
              2,761,108
              
              $
              0.01Net
                  income attributable to common stock and assumed exercise of
                  warrants
              
              $
              1,076,,708
              
              
              17,882,548
              
              $
              0.06




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**


Three
                  Months Ended June 30, 2006Net
                  Income
                (Numerator)
              
              Shares
                (Denominator)
              
              Per
                  Share Amounts**Basic
                  EPS**Net
                  Income
              
              $
              456,336
              
              
              15,121,440
              
              $
              0.03**Effect
                  of Dilutive Securities**Warrants
              
              $
              —
              
              
              2,408,195
              
              $
              0.00Net
                  income attributable to common stock and assumed exercise of
                  warrants
              
              $
              456,336
              
              
              17,529,635
              
              $
              0.03





Six
                Months Ended June 30, 2006Net
                Income
              (Numerator)
            
            Shares
              (Denominator)
            
            Per
                Share Amounts**Basic
                EPS**Net
                Income
            
            $
            687,564
            
            
            15,121,440
            
            $
            0.05**Effect
                of Dilutive Securities**Warrants
            
            $
            —
            
            
            2,335,253
            
            $
            0.01Net
                income attributable to common stock and assumed exercise of
                warrants
            
            $
            687,564
            
            
            17,456,693
            
            $
            0.04





The
      Company has determined that the Warrants contained in the Units sold in the
      IPO
      (see Note 3) are dilutive and accordingly has included the affects of the
      Warrants in Diluted EPS using the Treasury Stock Method. An option to purchase
      720,000 Units was excluded in the computation of Diluted EPS because the
      option exercise price exceeded the average market price for the Units in 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.




8




**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**





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
      June
      30, 2007, the Company had cash balances (including trust funds) 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.





*Recent
      Accounting Pronouncements*





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
      provides companies with an option to report selected financial assets and
      liabilities at fair value.  The objective of SFAS 159 is to reduce
      both complexity in accounting for financial instruments and the volatility
      in
      earnings caused by measuring related assets and liabilities differently.
      Generally accepted accounting principles have required different measurement
      attributes for different assets and liabilities that can create artificial
      volatility in earnings.  The FASB has indicated it believes that
      SFAS 159 helps to mitigate this type of accounting-induced volatility by
      enabling companies to report related assets and liabilities at fair value,
      which
      would likely reduce the need for companies to comply with detailed rules for
      hedge accounting. SFAS 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between companies that choose
      different measurement attributes for similar types of assets and liabilities.
      SFAS 159 does not eliminate disclosure requirements included in other
      accounting standards, including requirements for disclosures about fair value
      measurements included in SFAS 157 and SFAS No. 107, “Disclosures about Fair
      Value of Financial Instruments.” SFAS 159 is effective for the Company as of the
      beginning of fiscal year 2008. The Company has not yet determined the impact
      SFAS 159 may have on its consolidated financial position, results of operations,
      or cash flows.




9





**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**





In
      December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2
“Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”) which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, “Accounting
      for Contingencies”. Adoption of FSP EITF 00-19-02 is required for fiscal years
      beginning after December 15, 2006. Adoption of FSP EITF 00-19-02 did not have
      a
      material impact on the Company’s financial position, results of operations or
      cash flows.





**NOTE
      2 - Basis of Presentation and Management Plans**




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, 2007 and the results of
      operations and cash flows for the three and six month periods ended June 30,
      2007 and 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. These financial statements should be read in
      conjunction with the financial statements and related footnotes included in
      the
      Company’s audited financial statements filed on Form 10-K as of December 31,
      2006. 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, 2007.




Management
      believes that it will consummate the Asset Acquisition described in Note 4
      and
      that it will have sufficient available funds (outside of the trust fund) to
      operate through the consummation of the Asset Acquisition. The principal sources
      of these funds will be from loans advanced from certain stockholders of the
      Company. Upon consummation of the Asset Acquisition, cash held in trust will
      be
      released after the payment of debt pursuant to the Asset Acquisition and payment
      to stockholders exercising their conversion rights as described in Note
      3.





Between
      May 11, 2007 and May 17, 2007, a number of class action lawsuits were filed
      against Optionable, Inc. (“Optionable”), Mr. Mark Nordlicht, Mr. Albert Helmig
      and certain other directors and officers of Optionable, alleging violations
      of
      securities laws. Mr. Nordlicht is the Chairman and a director of the Company
      and
      former chairman of the board of directors of Optionable and Mr. Helmig is a
      former director of the Company and currently chairman of the board of directors
      of Optionable. Optionable is energy trading and brokerage company founded
      in 2000 by Mr. Nordlicht. On May 11, 2007, Mr. Helmig resigned as a member
      of the Company’s board of directors. In addition, on May 16, 2007, Mr. James E.
      Bashaw resigned as a member of the Company’s board of directors. These lawsuits
      may lead to further comments on the proxy statement in connection with Asset
      Acquisition described in Note 4 and could result in a delay in clearance by
      the
      SEC and mailing to the Company’s stockholders of the proxy statement.





There
      can
      be no assurance that the acquisition described in Note 4 will be consummated.
      Should this Business Combination not be consummated by October 28, 2007 the
      Company would be required to return the funds held in trust to holders of shares
      issued in the Initial Public Offering described in Note 3, as a
      mandatory liquidating distribution, pursuant to a plan of dissolution and
      liquidation approved by the stockholders.




10





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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**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 (“Warrant”). 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.





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.




11





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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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




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





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





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 was 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
      capitalization 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 did not have a trading
      history, the Company needed to estimate the potential volatility of its common
      stock price, which depended upon a number of factors which could not be
      ascertained at the time. The Company referred to the 365-day average volatility
      of the Sample Companies because Management believed that the average volatility
      of such companies was 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 the 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, 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.




12





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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      4 - Proposed Business Combination, continued**




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, as amended, 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 $7.71 at June 30, 2007. 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 Acquisition. 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 Acquisition contains certain
      termination rights for both the Company and TEC.




13





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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      4 - Proposed Business Combination, continued**




On
      December 6, 2006, Platinum executed an amendment to the Asset Acquisition
      agreement. In accordance with the Asset Acquisition agreement, following the
      consummation of the transaction, TEC will dissolve and in connection therewith
      transfer the shares of Platinum common stock to Tandem, its sole stockholder.
      In
      the amendment to the Asset Acquisition agreement, Platinum has agreed to
      register such shares for distribution to the stockholders of Tandem upon the
      contemplated dissolution of Tandem.





On
      February 9, 2007, the Acquisition Agreement was amended to extend the
      termination date of the Acquisition Agreement to March 31, 2007. On March 29,
      2007, the Acquisition Agreement was amended to extend the termination date
      of
      the Acquisition Agreement to May 31, 2007. On June 1, 2007, the Acquisition
      Agreement was amended to extend the termination date of the Acquisition
      Agreement to June 30, 2007.





On
      July
      18, 2007, the Acquisition Agreement was amended to: (1) extend the termination
      date of the Acquisition Agreement to August 31, 2007; (2) provide for Platinum
      to cause, on the acquisition closing date, Tim G. Culp (currently CEO of Tandem
      and TEC and indirect controlling stockholder of TEC) to be elected as a Class
      C
      director and an individual recommended by Mr. Culp (who shall be “independent”
within the meaning of the NASDAQ Corporate Governance Rules) to be elected
      as a
      Class A director, each filling existing vacancies in their respective classes;
      (3) provide that, for so long as Mr. Culp owns at least one percent (1%) of
      the
      outstanding shares of Platinum, to the extent permitted by applicable law and
      corporate governance rules, Platinum will: (i) cause Mr. Culp to be nominated
      to
      the board as a Class C director and submitted for election by the shareholders
      of Platinum; and (ii) cause an individual recommended by Mr. Culp (which
      individual shall be “independent” within the meaning of the NASDAQ Corporate
      Governance Rules) to be nominated to the board as a Class A director and
      submitted for election by the shareholders of Platinum; (4) provide that
      Platinum will enter into an employment agreement to be negotiated in good faith
      with Mr. Culp providing for, among other things, his employment as Platinum’s
      Chairman of the Board for an initial period of not less than two years; and
      (5)
      provide that Acquisition Sub (which will be renamed Tandem Energy Corporation)
      will enter into employment agreements, consistent with their respective written
      offers of employment and to be negotiated in good faith, with Messrs. Michael
      G.
      Cunningham, Todd Yocham and Toben Scott (all of whom are currently officers
      of
      TEC) providing for, among other things, their respective employments for terms
      of not less than two years.




14


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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      4 - Proposed Business Combination, continued**





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 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 costs reflected on the condensed consolidated balance sheets,
      include 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
      the
      year ended December 31, 2006 and the three and six month periods ended June
      30,
      2007, the Company received an aggregate of $75,000, $80,000 and $340,000 in
      proceeds, respectively, of notes payable to an officer and stockholder of the
      Company. The notes bear interest at 5% per annum and are due on the earlier
      of
      (i) October 31, 2007 or (ii) upon the consummation of the Asset Purchase
      Agreement.




15


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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      6 - Commitments, Contingencies and Related Party**




a.
      As of
      June 30, 2007 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 2007, $130,585 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 incur this monthly fee.





b.
      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. Future minimum payments under this sublease
      arrangement, including executory costs, approximated $20,000 for each of the
      years ending December 31, 2007 and 2008 and $3,333 for the year ending December
      31, 2009. In 2007, the parties to this arrangement modified its terms,
      converting the arrangement to a month-to-month rental for reduced space. The
      monthly rental payment under this arrangement has been reduced to
      $825.




c.
      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.





16


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


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      6 - Commitments, Contingencies and Related Party,
      continued**





d.
      On March 20, 2006, the board of directors of the Company approved its 2006
      Long-Term Incentive Plan (the “Plan”) subject to approval and consummation of
      the Asset Acquisition with TEC and to the approval of the Company’s
      stockholders. If the asset acquisition proposal is not approved and/or the
      asset
      acquisition is not consummated, the Plan will not be effective. Under the
      proposed Plan, the Company may grant incentive and non-qualified stock options,
      stock appreciation rights, performance units, restricted stock awards and
      performance bonuses, or collectively, awards, to officers and key employees.
      In
      addition, the Plan authorizes the grant of non-qualified stock options and
      restricted stock awards to directors and to any independent contractors and
      consultants. Generally, all classes of employees are eligible to participate
      in
      the Plan. No options, restricted stock or other awards under the Plan have
      been
      made or committed to be made as of the date of hereof. The Company has reserved
      a maximum of 4 million shares of its authorized common stock for issuance upon
      the exercise of awards to be granted pursuant to the Plan.





e.
      Subsequent to May 10, 2007, seven class action lawsuits were filed against
      Optionable, Inc. (“Optionable”) and certain directors and officers of
      Optionable, alleging violations of the U.S. securities laws. Five of these
      class
      actions name Mark Nordlicht as a defendant. Mr. Nordlicht is the chairman of
      the
      board and a director of the Company. Optionable provides natural gas and other
      energy derivatives trading and brokerage services to brokerage firms, financial
      institutions, energy traders and hedge funds. Mr. Nordlicht founded Optionable
      in 2000 and formerly served as its chairman of the board of directors but was
      never employed by Optionable. Four of the class actions suits against Optionable
      also name Mr. Albert Helmig as a defendant. Mr. Helmig served as a director
      of
      the Company from inception until his resignation on May 11, 2007, and currently
      serves as chairman of the board of directors of Optionable.




17





**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
      June
      30, 2007, Platinum had not yet commenced any commercial operations. All
      activities for the period from April 25, 2005 (inception) through June 30,
      2007
      relate to our formation, the completion of our initial public offering and
      the
      consummation of the Asset Acquisition Agreement described below.




**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.




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 $7.71 at June 30,
      2007.




18




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





**Results
      of Operations**




For
      the
      three and six month periods ended June 30, 2007 and 2006, we had net income
      of
      $578,843, $456,336, $1,076,708 and $687,564, respectively, attributable to
      net
      interest income of $751,057, $672,854, $1,441,913 and $1,156,249, respectively,
      (net of interest income in the amount of $188,991, $168,108,$ 366,112 and
      $312,660, respectively, attributable to shares of common stock subject to
      conversion rights) 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 (“IPO”) 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 June 30, 2007, there
      was $111,044,966 held in the trust fund. During the year ended December 31,
      2006, we used $500,000 towards a deposit on the Tandem acquisition (of which
      $350,000 was returned in September 2006) and $520,533 for payment of deferred
      acquisition costs, principally for the Tandem acquisition. In the six months
      ended June 30, 2007 we disbursed an additional $22,791 for these costs,
      bringing the accumulated amount paid through June 30, 2007 to $543,324. Deferred
      acquisition costs of $1,142,099 and $1,394,952 are included in accounts payable
      and accrued expenses as of December 31, 2006 and June 30, 2007, respectively.
      In
      the year ended December 31, 2006, we received $75,000 of proceeds from
      short-term notes payable issued to our Chairman, as well as an additional
      $340,000 in proceeds of notes issued in the six month period ended June 30,
      2007. The notes bear interest at 5% per annum and are due on the earlier of
      (i)
      October 31, 2007 or (ii) upon the consummation of the Asset Purchase
      Agreement.




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 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 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. 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 initially
      verbally indicated that it was willing to provide a new commitment letter on
      similar terms. However, there have been no further discussions with the bank.
      In
      January 2007, the Company received a non binding summary of terms and conditions
      from financial institutions for up to a $75,000,000 revolving line of credit
      facility (initial borrowing base would be set at $38,000,000), subject to a
      borrowing base limitation and compliance with other debt covenants, which would
      be defined in a definitive agreement. No assurance can be given that either
      bank
      will enter into a definitive credit facility on terms satisfactory to Platinum,
      if at all.




19





We
      intend
      to use a substantial amount of the net proceeds from the IPO to acquire the
      assets and assume substantially all the liabilities of TEC. To the extent that
      our capital stock is used, in whole or in part, as consideration to effect
      this
      business combination, the proceeds held in the trust fund will be used to
      finance the operations of the target business and purchase shares of Platinum
      common stock pursuant to Platinum’s share repurchase plan.




We
      believe that we will consummate the TEC asset acquisition discussed above and
      that we will have sufficient funds available to us (outside of the trust fund)
      to operate through the consummation of the asset acquisition. The principal
      sources of these funds will be from loans advanced from certain of our
      stockholders. Upon consummation of the Asset Acquisition Agreement, cash held
      in
      trust will be released to us and, after payment of debt pursuant to the Asset
      Acquisition Agreement, payment to stockholders exercising their conversion
      rights and payment of certain fees and expenses relating to the asset
      acquisition, will be available for operations and conduct of the business.





Between
      May 11, 2007 and the date hereof, a number of class action lawsuits were filed
      against Optionable, Mr. Mark Nordlicht, Mr. Albert Helmig and certain other
      directors and officers of Optionable, alleging violations of securities laws.
      Mr. Nordlicht is our Chairman and a director and former chairman of the board
      of
      directors of Optionable and Mr. Helmig is a former director of our company
      and
      currently chairman of the board of directors of Optionable. Optionable is energy
      trading and Brokerage Company founded in 2000 by Mr. Nordlicht. On May 11,
      2007,
      Mr. Helmig resigned as a member of our board of directors. In addition, on
      May
      16, 2007, Mr. James E. Bashaw resigned as a member of our board of directors.
      These lawsuits may lead to further comments on this proxy statement by the
      SEC
      and could result in a delay in clearance by the SEC and mailing of this proxy
      statement.





There
      can
      be no assurance that the TEC acquisition will be consummated. Should this asset
      acquisition not be consummated by October 28, 2007, we would be required to
      return the funds held is trust to holders of shares issued in the IPO as a
      mandatory liquidating distribution, pursuant to a plan of dissolution and
      liquidation. Any such plan of dissolution, if required, would have to first
      be
      submitted to our stockholders for approval. These conditions raise a substantial
      doubt about our ability to continue as a going concern.





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. Through June 30, 2007,
      these expenses have been incurred and have increased substantially, and been
      paid resulting in the Company’s cash position at June 30, 2007 as noted above.
      Expenses attributable to the asset acquisition incurred through June 30, 2007
      aggregated $1,938,275.




20





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 we consummate the currently proposed asset acquisition with TEC,
      the
      net proceeds of our 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 financing which we
      anticipate, 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
      Plan.





**Off-Balance
      Sheet Arrangements**




As
      of
      June 30, 2007, 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 Exchange
      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. Gross rent, including annual escalations and electric
      charges, is approximately $20,000 for each year of the three year lease term.
      In
      2007, the parties to this arrangement modified its terms, converting the
      arrangement to a month-to-month rental for reduced space. The monthly rental
      payment under this arrangement has bee reduced to $825.




**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.




21




**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 the TEC acquisition is not
      consummated 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
      IPO 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 principal executive officer and principal
      financial officer, carried out an evaluation of the effectiveness of the design
      and operation of its disclosure controls and procedures as of June 30, 2007.
      Based upon that evaluation, management, including our principal executive
      officer and principal 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 June 30, 2007, 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.




22




**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. This action was later
      upheld by the District Court of the State of Nevada, Tandem’s state of
      incorporation, which declared in a judgment that the certificates evidencing
      the
      shares are invalid and void and directed Tandem’s transfer agent to void the
      certificates if presented for transfer, as well as enjoined the transfer agent
      from transferring the certificates if so presented. The third party’s Florida
      suit was filed 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
      they
      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 and the court subsequently issued an order dismissing the
      lawsuit without prejudice against Tandem and Platinum. The third party filed
      a
      motion seeking clarification of the court’s order, and the court issued an order
      on February 22, 2007, upholding its prior ruling. The third party then filed
      a
      second motion for clarification, and the court issued another order on May
      1,
      2007, declaring once again that it had dismissed the entire complaint filed
      by
      the third party on the grounds that it did not have jurisdiction over the
      matter. The third party then filed a motion seeking an extension of time in
      which to file an amended complaint, but prior to the hearing on the motion,
      the
      third party dismissed his lawsuit. On June 12, 2007, the third party filed
      a
      lawsuit in the United States District Court for the Western District of Texas,
      Midland-Odessa Division, against Tandem, TEC, and Messrs. Yocham, Culp, Chambers
      and Cunningham, and Tandem’s transfer agent alleging conversion and conspiracy
      to convert with respect to the certificate representing the 2.7 million shares,
      and the defendants in that lawsuit are vigorously contesting these allegations.




There
      are
      no other material legal proceedings pending against us.




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


The
        following is an update of one of the risk factors set forth in the Company’s
        Annual Report on Form 10-K for the year ended December 31, 2006. There have
        otherwise been no material changes in our risk factors from the information
        provided in Item 1A. Risk Factors included in our Annual Report on Form 10-K
        for
        the year ended December 31, 2006.
 
 ***Since
        Tandem, TEC’s parent entity, was a publicly-traded shell corporation, our
        acquisition of all of the assets and substantially all liabilities of TEC
        may
        subject us to successor liability for the shell corporation’s known and unknown
        liabilities.***




Tandem
      was originally incorporated in Nevada as Las Vegas Major League Sports, Inc.
      (“LVMS”) on July 22, 1993 with the plan of engaging in certain business
      activities associated with the Canadian Football League. In April 1994, it
      completed an initial public offering and began trading under the symbol LVTD.
      In
      1996, LVMS filed for bankruptcy protection and ceased being a reporting company
      and also ceased operations and was considered to be a “shell” corporation. In
      1998, LVMS changed its name to Pacific Medical Group, Inc. (“Pacific Medical
      Group”) in connection with a share exchange transaction with a privately-held
      company whose business plan was to engage in the manufacture and sale of medical
      products. To our knowledge, that business was unsuccessful and, again, the
      company ceased operations and was considered to be a “shell” corporation. In
      February, 2005, Pacific Medical Group changed its name to Tandem Energy
      Holdings, Inc. and changed its trading symbol to TDYH.PK .
      In
      June, 2005, Tandem Energy Corporation became a wholly-owned subsidiary of Tandem
      Energy Holdings, Inc.




23




The
      risks
      and uncertainties involved in our proposed acquisition of all of the assets
      and
      substantially all liabilities of TEC include that we may be deemed to be a
      successor to Tandem, TEC’s parent, and thus subject to the existing liabilities,
      including undisclosed liabilities, of the prior shell corporations arising
      out
      of the their prior business operations, financial activities and equity
      dealings. These risks and uncertainties are greater when a corporation is used
      as a shell vehicle more than once, such as Tandem. There is a risk of litigation
      by third parties or governmental investigations or proceedings. Some potential
      claims against Tandem that have been identified to date include the following:


·Tandem
        has been informed of a claim of
        ownership of 2.7 million shares of Tandem common stock. Such claim could
        result
        in a successor liability claim against Platinum upon consummation of the
        asset
        acquisition. These shares are not included in the outstanding shares of
        Tandem.
  ·
        Messrs. Jack and Rex Chambers are the
        subjects of an Order of Permanent Injunction resulting from proceedings
        instituted against them in 1984 by the Securities and Exchange Commission.
        The
        Order enjoins Messrs. Chambers from, directly or indirectly, engaging in
        the
        sale or offer for sale of securities in the form of fractional undivided
        interests in oil or gas leases of Chambers Oil and Gas or any other security
        without a registration statement being in effect or an exemption from
        registration otherwise being available. To the extent a court were to conclude
        that the asset acquisition constitutes the sale of securities by Messrs.
        Chambers in violation of the Order of Permanent Injunction, Platinum potentially
        could be subject to a successor liability claim to the extent that any liability
        was imposed upon Tandem as a result.
  ·
        The Securities and Exchange Commission has
        taken the position that promoters or affiliates of a blank check company
        and
        their transferees, both before and after a business combination, would act
        as an
“underwriter” under the Securities Act when reselling the securities of a blank
        check company. Accordingly, the Securities and Exchange Commission believes
        that
        those securities can be resold only through a registered offering. Claims
        may be
        made that certain persons who have sold shares of Tandem common stock may
        have
        been considered promoters or affiliates of Tandem and thus may have sold
        shares
        in violation of this position. In that event, Platinum potentially could
        be
        subject to a successor liability claim to the extent that any liability was
        imposed upon Tandem as a result.
   ·
        Lance Duncan played a key role in
        connection with the acquisition by Tandem of the stock of TEC and the assets
        of
        Shamrock.  It is possible that a court could determine that Mr. Duncan
        acted as an unlicensed broker-dealer in connection with such transactions.
        In
        that event, Platinum potentially could be subject to a successor liability
        claim
        to the extent that any liability was imposed upon Tandem as a result.
  ·
        Tandem has been unsuccessful in its efforts
        to locate corporate records and other material agreements and documents relating
        to itself and its predecessors in name for periods prior to mid-March 2005.
        As a
        result, no assurance can be given that certain actions taken with respect
        to
        Tandem, including the 1:500 stock split, were authorized by the necessary
        corporate action on the part of Tandem’s board of directors and its
        shareholders. If the stock split was not effective, Tandem would have 32,944,000
        shares outstanding instead of 23,799,322 shares, and Platinum potentially
        could
        be subject to a successor liability claim to the extent that the holders
        of the
        additional shares (a total of 9,161,000) do not receive their full proportion
        share of the stock of Platinum distributed to shareholders upon the liquidation
        and dissolution of Tandem. Platinum potentially also could be subject to
        successor liability claims for other actions of the predecessors to Tandem’s
        current management that were not properly authorized and implemented, including
        any shares that Messrs. Ronald G. Williams or Lyle Mortensen may claim to
        have
        acquired in connection with the acquisition of Pacific Medical Group that
        were
        not disclosed to Tandem and thus not presently reflected in the shares currently
        outstanding.


24


·Prior to its acquisition of TEC, Mr. Williams claims to have acquired
        control of Pacific Medical Group from Mr. John Karlsson. Tandem has also
        been
        unsuccessful in its efforts to obtain documentation relating to such acquisition
        and, as such, has not been able to determine the amount or percentage of
        the
        outstanding shares of Pacific Medical Group that Mr. Williams acquired. Platinum
        could be subject to potential successor liability claims to the extent that
        Mr.
        Williams did not properly acquire control of Pacific Medical Group and did
        not
        have proper authority to enter into the transactions with TEC.


We
      will
      not receive a legal opinion relating to Tandem’s capitalization or corporate
      actions in connection with the closing of the asset acquisition. Given the
      uncertainty regarding Tandem’s prior corporate history, the lack of corporate
      documentation, claims of share ownership and other related concerns, Tandem’s
      legal counsel is unwilling to render such an opinion. Accordingly, we will
      not
      have a legal opinion to support the representations and warranties of Tandem
      contained in the asset acquisition agreement regarding these
      matters.





**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.**




Between
      May 11, 2007 and the date hereof, a number of class action lawsuits were filed
      against Optionable, Mr. Mark Nordlicht, Mr. Albert Helmig and certain other
      directors and officers of Optionable, alleging violations of the U.S. securities
      laws. Mr. Nordlicht is our Chairman and a director and former chairman of the
      board of directors of Optionable and Mr. Helmig is a former director of our
      company and currently chairman of the board of directors of Optionable.
      Optionable is an energy trading and brokerage company founded in 2000 by Mr.
      Nordlicht. On May 11, 2007, Mr. Helmig resigned as a member of our board of
      directors. These lawsuits may lead to further comments by the SEC on the
      preliminary proxy statement filed with the SEC in connection with the Asset
      Acquisition described in “Acquisition Announcement” above and could result in a
      delay in clearance by the SEC and mailing of the proxy statement. In addition,
      on May 16, 2007, Mr. James E. Bashaw resigned as a member of our board of
      directors.




**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




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**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




**PLATINUM
                ENERGY RESOURCES, INC.**Date:
                August 13, 2007
            By:
            /s/
                Mark NordlichtMark
                Nordlicht
              Chairman
                of the Board (Principal Executive and
              Financial
                and Accounting Officer)




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