**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 March 31, 2006




or




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




For
      the
      transition period from ___________ to __________




Commission
      file number: **000-51553**




______________________




**PLATINUM
      ENERGY RESOURCES, INC.**




(Exact
      name of registrant as specified in its charter)




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


(212)
      581-2401


(Registrant's
      telephone number, including area code)




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




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




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








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




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














PLATINUM
        ENERGY RESOURCES, INC. AND SUBSIDIARY
 Table
        of
        Contents


PagePART
                  I-
                  FINANCIAL INFORMATION
              1Item
                  1.Financial
                  Statements
              1Item
                  2.Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              8Item
                  3.Quantitative
                  and Qualitative Disclosures About Market Risk
              11Item
                  4.Controls
                  and Procedures
              11PART
                  II-
                  OTHER INFORMATION
              12Item
                  1.Legal
                  Proceedings
              12Item
                  1A.Risk
                  Factors
              12Item
                  2.Unregistered
                  Sales of Equity Securities and Use of Proceeds
              23Item
                  3.Defaults
                  Upon Senior Securities
              24Item
                  4.Submission
                  of Matters to a Vote of Security Holders
              24Item
                  5.Other
                  Information
              24Item
                  6.Exhibits
              24Signatures
              25


i





**FINANCIAL
      INFORMATION**






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




**PLATINUM
                    ENERGY RESOURCES, INC. AND SUBSIDIARY**
                  **(A
                    Development Stage Enterprise)**CONDENSED
                  CONSOLIDATED BALANCE SHEETSASSETSMarch
                  31,
              
              December
                  31,2006
              
              2005(Unaudited)CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              88,823
              
              $
              902,498Cash
                  held in trust
              
              
              106,607,221
              
              
              105,884,102Prepaid
                  expenses and other current assets
              
              
              55,008
              
              
              118,711Total
                  Current Assets
              
              
              106,751,052
              
              
              106,905,311Performance
                  deposit
              
              
              500,000
              
              
              --Deferred
                  acquistion costs
              
              
              448,160
              
              
              --TOTAL
                  ASSETS
              
              $
              107,699,212
              
              $
              106,905,311LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              348,444
              
              $
              87,795Due
                  to related party
              
              
              31,275
              
              
              16,875Income
                  taxes payable - state
              
              
              76,000
              
              
              28,100Total
                  Current Liabilities
              
              
              455,719
              
              
              132,770Common
                  stock subject to possible redemption, 2,878,560 shares at conversion
                  value
              
              
              21,310,783
              
              
              21,071,059COMMITMENTSSTOCKHOLDERS'
                  EQUITYPreferred
                  stock, $.0001 par value, 1,000,000 authorized, 0 issued
              
              
              --
              
              
              --Common
                  stock, $.0001 par value; 75,000,000 shares authorized; 18,000,000
                  shares
                  (which includes 2,878,560 subject to possible conversion) issued
                  and
                  outstanding
              
              
              1,512
              
              
              1,512Additional
                  paid-in capital
              
              
              85,424,242
              
              
              85,424,242Earnings
                  accumulated during the development stage
              
              
              506,956
              
              
              275,728TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              85,932,710
              
              
              85,701,482TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              107,699,212
              
              $
              106,905,311
  **See notes to condensed consolidated financial statements**
 1




**PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARY****(A
                  Development Stage Enterprise)**
              ******CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS**Three
                  Months Ended March 31, 2006
              
              Cumulative
                  For the Period from April 25, 2005 (Inception) to March 31,
                  2006(Unaudited)
              
              (Unaudited)OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              14,400
              
              $
              31,275Marketing,
                  general and administrative expenses
              
              
              189,867
              
              
              340,266Total
                  operating expenses
              
              
              204,267
              
              
              371,541OTHER
                  INCOME (EXPENSES)Interest
                  income, net of interest income allocated to common stock subject
                  to
                  possible redemption of $239,724
              
              
              483,395
              
              
              959,497Interest
                  (expense)
              
              
              --
              
              
              (5,000
              )Total
                  other income (expense)
              
              
              483,395
              
              
              954,497NET
                  INCOME BEFORE INCOME TAXES
              
              
              279,128
              
              
              582,956PROVISION
                  FOR INCOME TAXES
              
              
              47,900
              
              
              76,000NET
                  INCOME
              
              $
              231,228
              
              $
              506,956WEIGHTED
                  AVERAGE NUMBER OF COMMONSHARES
                  BASIC AND DILUTED
              
              
              15,121,440NET
                  INCOME PER COMMON SHARE BASIC AND DILUTED
              
              $
              0.02
  **See
        notes to condensed consolidated financial statements**
 2
  **PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARY**
              ******(A
                  Development Stage Enterprise)**
              ******CONDENSED
                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
                  EQUITY**EarningsaccumulatedAdditional
              
              during
                  the
              
              TotalCommon
                  stock
              
              paid-in
              
              development
              
              stockholdersShares
              
              Amount
              
              capital
              
              stage
              
              equityCommon
                  shares issued to founders for cash, May 6, 2005 at $.0077 per
                  share
              
              
              3,250,000
              
              $
              325
              
              $
              24,675
              
              $
              --
              
              $
              25,000Retroactive
                  effect of common stock dividend, declared September 23,
                  2005
              
              
              1,250,000
              
              
              125
              
              
              (125
              )
              
              --
              
              
              --Retroactive
                  effect of four-for-five reverse split effected October 21,
                  2005
              
              
              (900,000
              )
              
              (90
              )
              
              90
              
              
              --
              
              
              --Sale
                  of 14,400,000 units, net of underwriters’ discount and offering expenses
                  (includes 2,878,560 shares subject to possible conversion)
              
              
              14,400,000
              
              
              1,440
              
              
              106,470,273
              
              
              --
              
              
              106,471,713Proceeds
                  subject to possible conversion of 2,878,560 shares
              
              
              (2,878,560
              )
              
              (288
              )
              
              (21,070,771
              )
              
              --
              
              
              (21,071,059
              )Proceeds
                  from issuance of option
              
              
              --
              
              
              --
              
              
              100
              
              
              --
              
              
              100Net
                  income, for the period from April 25, 2005 (Inception) to December
                  31,
                  2005
              
              
              --
              
              
              --
              
              
              --
              
              
              275,728
              
              
              275,728Balance
                  at December 31, 2005
              
              
              15,121,440
              
              
              1,512
              
              
              85,424,242
              
              
              275,728
              
              
              85,701,482Net
                  income, for the three months ended March 31, 2006
                  (unaudited)
              
              
              --
              
              
              --
              
              
              --
              
              
              231,228
              
              
              231,228Balance
                  at March 31, 2006 (unaudited)
              
              
              15,121,440
              
              $
              1,512
              
              $
              85,424,242
              
              $
              506,956
              
              $
              85,932,710
  See notes to condensed consolidated
      financial statements


3







**PLATINUM
                  ENERGY RESOURCES, INC. AND SUBSIDIARY****(A
                  Development Stage Enterprise)****CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS**Three
                  Months Ended March 31, 2006
              
              Cumulative
                  For the Period from April 25, 2005 (Inception) to March 31,
                  2006Cash
                  Flows From Operating ActivitiesNet
                  income
              
              $
              231,228
              
              $
              506,956Adjustments
                  to reconcile net income to net cash used in operating activities:Interest
                  on cash held in trust, net of interest income allocated to common
                  stock
                  subject to possible redemption
              
              
              (483,395
              )
              
              (959,497
              )Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other current assets
              
              
              63,703
              
              
              (55,008
              )Accrued
                  expenses
              
              
              260,649
              
              
              348,444Due
                  to related party
              
              
              14,400
              
              
              31,275Income
                  taxes payable
              
              
              47,900
              
              
              76,000Net
                  cash provided by (used in) operating activities
              
              
              134,485
              
              
              (51,830
              )Cash
                  Flows From Investing ActivitiesCash
                  held in Trust Fund
              
              
              --
              
              
              (105,408,000
              )Performance
                  deposit
              
              
              (500,000
              )
              
              (500,000
              )Deferred
                  acquistion costs
              
              
              (448,160
              )
              
              (448,160
              )Net
                  cash used in investing activities
              
              
              (948,160
              )
              
              (106,356,160
              )Cash
                  Flows From Financing ActivitiesProceeds
                  from the sale of common stock
              
              
              --
              
              
              25,000Proceeds
                  from note payable-stockholder
              
              
              --
              
              
              180,000Repayment
                  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 stock option
              
              
              --
              
              
              100Net
                  cash provided by financing activities
              
              
              --
              
              
              106,496,813Net
                  (Decrease) Increase in Cash
              
              
              (813,675
              )
              
              88,823Cash
                  - Beginning of the Period
              
              
              902,498
              
              
              --Cash
                  - End of Period
              
              $
              88,823
              
              $
              88,823SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
              
              $
              --
              
              $
              5,000Income
                  taxes
              
              $
              --
              
              $
              --
  **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
      March 31, 2006, the Company had not yet commenced any commercial operations.
      All
      activities through March 31, 2006 relate to the Company's formation, the
      completion of the public offering described below and the identification of
      suitable prospective Business Combinations, as defined below. The Company
      selected December 31 as its fiscal year-end. The accompanying condensed
      consolidated financial statements have been prepared in accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 7, Development Stage
      Enterprises, since planned principal operations have not commenced.




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





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




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




5
 
 **PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


*Principles
      of Consolidation*




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




*Income
      Taxes*




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




For
      Federal income tax purposes, as of March 31, 2006, the Company has a net
      operating loss carry forward approximating $430,000, which expires in 2020
      and
      2021. The net operating loss carry forward gives rise to a deferred tax asset
      approximating $146,100 against which the Company has recorded a full valuation
      allowance since management believes that, based upon current available objective
      evidence, there is no assurance that the deferred tax asset will be
      realized.




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





*Income
      Per Share*




Income
      per share is computed by dividing the net income by the weighted-average number
      of shares of common stock outstanding during the period. The warrants
      outstanding were not considered in the calculation since they are not
      exercisable as of March 31, 2006.




*Use
      of Estimates*




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




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




*Concentration
      of Risk*




At
      March
      31, 2006, the Company has cash balances in banks in excess of the maximum amount
      insured by the FDIC.




**NOTE
      2 - Basis of Presentation**




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




6
 
 **PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


The
      Company believes it will have sufficient available funds (outside of the trust
      fund) to operate through March 31, 2007, in the event that the proposed business
      combination as described in Note 4 is not consummated during that time and
      assuming that the related performance deposit is returned. However, given the
      Company’s cash position of approximately $89,000 at March 31, 2006, limited
      sources of liquidity, current liabilities and expected continued costs
      associated with the proposed business combination, sufficient funds to continue
      operations may not be available if the proposed business combination is not
      consummated. We also may not have sufficient funds necessary to complete
      the proposed merger with Tandem. If, pursuant to the terms of the merger
      agreement, the performance deposit is forfeited, sufficient funds to continue
      to
      seek an alternative business combination may not be available absent additional
      sources of funds through a private debt financing or a private offering of
      debt
      or equity.




**NOTE
      3 - Initial Public Offering**




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




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




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




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




7
 
 **PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


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




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




**NOTE
      4 - Proposed Business Combination**




On
      January 26, 2006, the Company, and its wholly-owned subsidiary, PER Acquisition
      Corp., a Delaware corporation (“Acquisition Sub”) (formed in January 2006),
      entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
      with Tandem Energy Holdings Inc., a Nevada corporation (“Tandem”), pursuant to
      which, subject to satisfaction of the conditions contained in the Merger
      Agreement, Acquisition Sub will merge with and into Tandem (the “Merger”). At
      the effective time of the Merger (the “Effective Time”), Tandem will be the
      surviving corporation and will become a wholly-owned subsidiary of the
      Company.




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




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




The
      closing of the Merger is subject to various closing conditions, including the
      filing of a proxy statement with the U.S. Securities and Exchange Commission,
      approval of the Merger Agreement by the stockholders of the Company and Tandem
      and the satisfaction or waiver of other customary conditions. In addition,
      the
      closing is conditioned on holders of less than twenty percent (20%) of the
      shares of the Company common stock issued in the offering voting against the
      Merger and electing to convert their shares of the Company common stock into
      cash, as permitted by the Company certificate of incorporation. The Company’s
      initial shareholders, officers and directors, who hold approximately 20% of
      the
      Company’s voting stock, have agreed to vote their shares on the Merger in
      accordance with the vote of the majority of the non-affiliated Public
      Stockholders. Certain officers and directors of Tandem, holding approximately
      75% of the outstanding shares of Tandem common stock have agreed to vote in
      favor of the Merger. Accordingly, Tandem stockholder approval is
      assured.




8
 
 **PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


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




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




In
      connection with the Merger Agreement:




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




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




c.  Tandem
      believes that a substantial number of shares of Tandem common stock issued
      by
      one of the prior shell corporations may have been invalidly issued but could
      result in claims against the Company upon consummation of the Merger. These
      shares are not included in the outstanding shares of Tandem. Management believes
      that the indemnification obligations of stockholders of Tandem who are parties
      to the Merger Agreement (namely, Mr. Tim Culp, Mr. Jack Chambers, Mr. Todd
      Yocham and Mr. Michael Cunningham) would address such claims, if made, however,
      no amounts are held in escrow to support such indemnification
      obligations.




Deferred
      acquisition costs reflected on the condensed consolidated balance sheet as
      of
      March 31, 2006, includes costs incurred in connection with the Tandem
      transaction, including due diligence related costs, fair value consultants
      and
      other fees.




**NOTE
      5 - Commitments**




As
      of
      March 31, 2006 the Company occupied office space provided by an affiliate of
      a
      Founding Stockholder. Such affiliate has agreed that, until the acquisition
      of a
      target business by the Company, it will make such office space, as well as
      certain office and secretarial services, available to the Company, as may be
      required by the Company from time to time. The Company agreed to pay such
      affiliate $7,500 per month for such office space and services commencing on
      the
      effective date of the Offering. As of March 31, 2006, $31,275 has been accrued
      with respect to this arrangement. Upon completion of a Business Combination
      or
      the distribution of the trust account to the public stockholders, the Company
      will no longer be required to pay this monthly fee.




9
 
 **PLATINUM
          ENERGY RESOURCES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


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




In
      February 2006, the Company entered into an operating facilities sublease
      arrangement in New Jersey. The term of the sublease commenced on March 1, 2006
      and expires February 28, 2009, subject to earlier termination. The Company
      may
      terminate the sublease without penalty within a year of the commencement date
      by
      providing the sublessor two months’ prior written notice. Prior to the first
      anniversary of the commencement date, the sublessor may give notice to the
      Company that it has found an alternative tenant, at which point the Company
      has
      10 days to elect to continue the sublease for the full term or vacate within
      two
      months. The gross rental commitment, including annual escalations and electric
      charge, approximates $20,000 for each year of the three year lease term, subject
      to earlier termination as described. Rent expense incurred under this
      arrangement for the three months ended March 31, 2006 aggregated
      $6,659.




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




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




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




·
            the
                warrants are held in a discretionary
                account;




·
            the
                warrants are exercised in an unsolicited transaction;
                or




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


10




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




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




**Overview**




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




At
      March
      31, 2006, Platinum had not yet commenced any commercial operations. All
      activities for the period from April 25, 2005 (inception) through March 31,
      2006
      relate to the Company’s formation, the completion of the public offering and the
      identification of suitable, prospective business combinations. We selected
      December 31 as the Company’s fiscal year end.




**Merger
      Announcement**




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




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




11


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




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




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




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




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




**Results
      of Operations**




For
      the
      three months ended March 31, 2006, we had net income of $470,952, attributable
      to net interest income of $723,119, resulting primarily from interest income
      earned on the proceeds of our IPO, offset by expenses attributable to
      organization and formation expenses, expenses incurred in identifying and
      qualifying an acquisition candidate and legal and accounting costs. As more
      fully described below, the interest income is earned on funds held in the trust
      account. The funds held in trust and related interest income are only available,
      subject to certain conditions, for use in making a qualified acquisition and
      not
      for our normal daily operating expenses. Interest income was derived from
      sources free of federal income taxes resulting in a lower than normal provision
      for income taxes.




**Liquidity
      and Capital Resources**




On
      October 28, 2005, we consummated our initial public offering of 14,400,000
      units
      with each unit consisting of one share of our common stock, $0.0001 per share,
      and one warrant to purchase one share of common stock at an exercise price
      of
      $6.00 per share. The units were sold at an offering price of $8.00 per unit,
      generating gross proceeds of $115,200,000. The total net proceeds to us from
      the
      offering were approximately $106,472,000, of which $105,408,000 was deposited
      into a trust fund and the remaining proceeds ($1,064,000) are available to
      be
      used to provide for business, legal and accounting, due diligence on prospective
      business combinations and continuing general and administrative expenses. The
      net proceeds deposited into the trust fund remain on deposit in the trust fund,
      earning interest, and contemplated for use in connection with a business
      combination. As of March 31, 2006, there was $106,607,221 held in the trust
      fund. Since the date of the IPO we used funds held outside of the trust to
      repay
      a note to a stockholder of $180,000, for the payment of directors and officers
      liability insurance premiums of $75,000 and to pay expenses incurred in
      connection with identifying an acquisition candidate. At March 31, 2006, we
      have
      $88,823 of the net proceeds that were not deposited into the trust fund
      available.




12


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




We
      believe we will have sufficient available funds (outside of the trust fund)
      to
      operate through March 31, 2007, in the event that the business combination
      with
      Tandem is not consummated during that time and assuming that our deposit is
      returned. However, given our cash position of approximately $89,000 at March
      31,
      2006, our limited sources of liquidity, our current liabilities and our expected
      continued costs associated with our proposed business combination, we may not
      have funds sufficient to continue our business if we do not consummate our
      proposed merger with Tandem. We also may not have sufficient funds
      necessary to complete the proposed merger with Tandem. If, pursuant to the
      terms of the merger agreement, our deposit is forfeited, we will not have
      sufficient funds to continue to seek an alternative business combination absent
      additional funds through private debt financing or a private offering of debt
      or
      equity.




In
      the
      period from October 28, 2005 through October 28, 2007, we estimate that we
      would
      incur approximately $300,000 in expenses for legal, accounting and other
      expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination and preparation of a proxy statement,
      an
      aggregate of $180,000 for the administrative fees payable to Platinum Partners
      Value Arbitrage, L.P. or other designated parties (a total of $7,500 per month
      for two years), $100,000 for expenses for the due diligence and investigation
      of
      a target business, $50,000 of expenses in legal and accounting fees relating
      to
      our SEC reporting obligations and $358,000 for general working capital that
      will
      be used for miscellaneous expenses and reserves, including approximately $75,000
      for director and officer liability insurance premiums. Many of these expenses
      have already been incurred and paid resulting in the Company’s cash position at
      March 31, 2006 as noted above.




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




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




**Off-Balance
      Sheet Arrangements**




As
      of
      March 31, 2006, we did not have any off-balance sheet arrangements as defined
      in
      Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of
      1934.




13


**Contractual
      Obligations and Commitments**




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




**Critical
      Accounting Policies**




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




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




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




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




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




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




The
      Company, under the supervision of our chief executive officer and chief
      financial officer, carried out an evaluation of the effectiveness of the design
      and operation of its disclosure controls and procedures as of March 31, 2006.
      Based upon that evaluation, management, including our chief executive officer
      and chief financial officer, concluded that the Company’s disclosure controls
      and procedures were effective in alerting it in a timely manner to information
      relating to the Company required to be disclosed in this report.




During
      the three months ended March 31, 2006, there have been no significant changes
      in
      our internal controls over financial reporting that have materially affected
      or
      are reasonably likely to materially affect our internal controls over financial
      reporting.




14




**OTHER
      INFORMATION**




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




There
      are
      no material legal proceedings pending against us.




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




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




**Risk
      associated with our business**





***We
      may not have sufficient funds to continue our business if we do not consummate
      our proposed business combination.***





Given
      our
      cash position of approximately $89,000 at March 31, 2006, our limited sources
      of
      liquidity, our current liabilities and our expected continued costs associated
      with our proposed business combination, we may not have funds sufficient to
      continue our business if we do not consummate our proposed merger with Tandem
      Energy Holdings, Inc. We also may not have sufficient funds necessary to
      complete the proposed merger with Tandem. We believe that we will have
      sufficient available funds to operate through March 31, 2007, in the event
      that
      the proposed business combination with Tandem is not consummated during that
      time and assuming that our deposit is returned. However, if, pursuant to the
      terms of the merger agreement, our deposit is forfeited, we will not have
      sufficient funds to continue to seek an alternative business combination absent
      additional funds through private debt financing or a private offering of debt
      or
      equity. No assurance can be given the we will be able to consummate our proposed
      merger with Tandem and, if we do not, whether our deposit will be
      returned.




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




None




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




None




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




None




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




None




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




31.1
      Section 302 Certification of Principal Executive Officer




31.2
      Section 302 Certification of Principal Financial Officer




32.1
      Section 906 Certification







15








**SIGNATURES**




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




**PLATINUM
              ENERGY RESOURCES, INC.**Date: May
              15,
              2006
            By:
            /s/ Mark
              NordlichtMark
              NordlichtChairman
              of the Board




16