UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB
 
 (Mark
One)
 
 þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                for
      the period ended December 31, 2007.r
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                for
      the transition period from_____________to_____________.
 
 Commission
File No. 000-28335
 
 
 
 Platina Energy Group,
Inc.
 (Name of
small business issuer in its charter)
 
 
 Delaware
              
              84-1080043(State
      or other jurisdiction of incorporation or Organization)
              
              (I.R.S.
      Employer Identification No.)1807
      CAPITOL AVE. SUITE 101 - I, CHEYENNE, WY
              
              82001(Address
      of principal executive offices)
              
              (Zip
      Code)Issuer’s
      telephone number: (307) 637-3900Securities
      registered pursuant to Section 12(b) of the ActTitle
      of each class
              
              Name
      of each exchange on which registeredNone
              
              None
 
 
 Securities
registered pursuant to Section 12(g) of the Act:  Common Stock
 
 Check
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 þ
      No o
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date:
  As of January 25, 2008,
the Company had 99,354,158 shares of $.001 par value common stock issued and
81,697,908 shares of $.001 par value common stock
outstanding.
 1
 TABLE OF CONTENTS
 
 
 PART
I - FINANCIAL INFORMATION
 ITEM 1. FINANCIAL
STATEMENTS
 CONSOLIDATED BALANCE
SHEET
 CONSOLIDATED STATEMENTS
OF OPERATIONS
 CONSOLIDATED STATEMENT
OF CASH FLOWS
 NOTES TO FINANCIAL
STATEMENTS
 ITEM 2. -
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 PART
II - OTHER INFORMATION
 ITEM 1. LEGAL
PROCEEDINGS
 ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 ITEM 3. DEFAULTS UPON
SENIOR SECURITIES
 ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
 ITEM 5. OTHER
INFORMATION
 ITEM 6. EXHIBITS AND
REPORTS
  SIGNATURES
 EXHIBIT 31.1
 EXHIBIT 32.1
 
 
  2
 Table of Contents
  PART I - FINANCIAL
INFORMATION
 
 
 ITEM 1. FINANCIAL STATEMENTS
 
 
   PLATINA
ENERGY GROUP, INC.
 FINANCIAL
STATEMENTS
 QUARTER
ENDED DECEMBER 31, 2007
 
 
 
 
 INDEX TO
FINANCIAL STATEMENTS AND SCHEDULES
 
 
 
 Financial Statements
              
              PageConsolidated
      Balance Sheet
                As
      of December 31, 2007
              
              F-1Consolidated
      Statements of Operations
                For
      the Three and Nine Months Ending Dec 31, 2007 and 2006, and for the
      Period Jan. 9, 2007 through Dec 31, 2007
              
              F-2,
      F-3Consolidated
      Statements of Cash Flows
                For
      the Nine Months Ending Dec 31, 2007 and for the Period Jan. 9, 2007
      through Dec 31, 2007
              
              F-4 –
      F-7
 
 
  3
 Table of Contents
 CONSOLIDATED BALANCE SHEET
 PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      BALANCE SHEET(UNAUDITED)December
      31,2007ASSETSCurrent
      assetsCash
              
              
              $
              1,268,207Note
      receivable
              
              
              253,123Prepaid
      expenses
              
              
              25,000Total
      current assets
              
              
              1,546,330Property
      & equipmentOil
      and gas properties, full cost method of accounting:Unproven
              
              
              1,729,379Other
      property and equipment
              
              
              40,998Other
      assetsIntangible
      asset subject to amortization
              
              
              210,982$
              3,527,689LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              84,579Accrued
      compensation due officers
              
              
              397,000Derivative
      liabilities
              
              
              2,601,457Convertible
      notes payable and accrued interest payable, net of discount of
      $1,922,917
              
              
              131,046Notes
      payable to related parties
              
              
              356,137Notes
      payable - other
              
              
              887,645Total
      current liabilities
              
              
              4,457,864Commitments
      and Contingencies
              
              
              -Stockholders'
      deficitPreferred
      stock, par value $.001, 20,000,000 shares authorized70,000
      shares designated Series A, 61,091 shares issued andoutstanding.  Aggregate
      liquidation preference of $0. Oneshare
      of Series A preferred is convertible into 10 sharesof
      common stock.
              
              
              61Preferred
      stock, 100,000 shares designated Series B, 96,464shares
      issued and outstanding.  Aggregateliquidation
      preference of $9,646.
              
              
              96One
      share of Series B preferred is convertibleinto
      100 shares of common stock.Preferred
      stock, 10,000 shares designated Series C,
              
              
              43,600
      shares issued and outstandingAggregate
      liquidation of $360.  Oneshare
      of Series C preferred is convertible into100
      shares of common stock.Common
      stock; $0.001 par value; 100,000,000 sharesauthorized;
      87,572,908 shares issued and 69,572,908 shares
outstanding.
              
              
              69,573Additional
      paid in capital
              
              
              18,751,446Accumulated
      deficit
              
              
              (6,913,820)Deficit
      accumulated during the exploratory stage
              
              
              (12,837,535)Total
      stockholders' deficit
              
              
              (930,175)$
              3,527,689




The
      accompanying notes are an integral part of these financial
      statementsF-2




Table of Contents




CONSOLIDATED
STATEMENTS OF OPERATIONS


PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS(UNAUDITED)FromThree
      Months Ended
            
            
            Nine
      Months Ended
            
            
            January
      9, 2007December
      31,
            
            
            December
      31,
            
            
            through2007
            
            
            2006
            
            
            2007
            
            
            2006
            
            
            December
      31, 2007Revenue
      from equipment lease
            
            $
            -
            
            
            $
            7,400
            
            
            $
            7,200
            
            
            $
            7,400
            
            
            $
            18,000Revenue
      from oil and gas sales
            
            
            48,000
            
            
            
            
            
            
            
            50,826
            
            
            
            
            
            
            
            50,82648,000
            
            
            
            7,400
            
            
            
            58,026
            
            
            
            7,400
            
            
            
            68,826Operating
      ExpensesTesting
      costs associated with Thermal Pump
            
            
            -
            
            
            
            -
            
            
            
            7,200
            
            
            
            -
            
            
            
            7,200Depreciation,
      depletion, and amortization
            
            
            7,200
            
            
            
            -
            
            
            
            7,476
            
            
            
            -
            
            
            
            7,476General
      and administrative expenses
            
            
            335,034
            
            
            
            74,985
            
            
            
            671,383
            
            
            
            205,056
            
            
            
            779,050Consulting
      fees, non-cash
            
            
            348,750
            
            
            
            150,000
            
            
            
            984,821
            
            
            
            150,000
            
            
            
            1,161,850Compensation,
      non-cash
            
            
            23,885
            
            
            
            -
            
            
            
            106,863
            
            
            
            -
            
            
            
            117,638714,869
            
            
            
            224,985
            
            
            
            1,777,743
            
            
            
            355,056
            
            
            
            2,073,214Loss
      from Operations
            
            
            (666,869
            )
            
            
            (217,585
            )
            
            
            (1,719,717
            )
            
            
            (347,656
            )
            
            
            (2,004,388
            )Other
      Income (Expense)Interest
      income
            
            
            3,123
            
            
            
            -
            
            
            
            3,123
            
            
            
            -
            
            
            
            3,123Interest
      expense
            
            
            (310,138
            )
            
            
            (14,982
            )
            
            
            (376,133
            )
            
            
            (42,159
            )
            
            
            (529,551
            )Changes
      in fair value of derivative liability
            
            
            (1,483,810
            )
            
            
            
            
            
            
            (1,483,810
            )
            
            
            
            
            
            
            (1,483,810
            )Loss
      on settlement of debt
            
            
            (2,973,000
            )
            
            
            (28,012
            )
            
            
            (8,541,309
            )
            
            
            (28,012
            )
            
            
            (8,822,909
            )(4,763,825
            )
            
            
            (42,994
            )
            
            
            (10,398,129
            )
            
            
            (70,171
            )
            
            
            (10,833,147
            )Net
      Loss
            
            $
            (5,430,694
            )
            
            $
            (260,579
            )
            
            $
            (12,117,846
            )
            
            $
            (417,827
            )
            
            $
            (12,837,535
            )Per
      Share DataBasic
      loss per share
            
            $
            (0.09
            )
            
            $
            (0.01
            )
            
            $
            (0.28
            )
            
            $
            (0.02
            )Weighted
      average commonshares
      outstanding
            
            
            58,074,810
            
            
            
            19,340,424
            
            
            
            43,593,531
            
            
            
            18,205,207




The
      accompanying notes are an integral part of these financial
      statementsF-3


Table of Contents
  CONSOLIDATED
STATEMENTS OF CASH FLOWS


PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)FromNine
      Months Ended
            
            
            January
      9, 2007December
      31,
            
            
            through2007
            
            
            2006
            
            
            December
      31, 2007Cash
      Flows from Operating ActivitiesNet
      Loss
            
            $
            (12,117,846
            )
            
            $
            (417,827
            )
            
            $
            (12,837,535
            )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Amortization
            
            
            37,232
            
            
            
            37,232
            
            
            
            49,643Depreciation
      expense
            
            
            7,059
            
            
            
            6,353
            
            
            
            9,412Depletion
      expense
            
            
            7,476
            
            
            
            -
            
            
            
            7,476Accrued
      interest income
            
            
            (3,123 )
            
            
            
            
            
            
            
            (3,123 )Loss
      on settlement of debt
            
            
            8,541,309
            
            
            
            28,012
            
            
            
            8,822,909Change
      in fair value of conversion features
            
            
            -
            
            
            
            -
            
            
            
            134,776Change
      in fair value of derivative liabilities
            
            
            1,483,810
            
            
            
            -
            
            
            
            1,483,810Common
      stock issued for services
            
            
            984,821
            
            
            
            150,000
            
            
            
            1,172,624Common
      stock issued for salary
            
            
            55,000
            
            
            
            -
            
            
            
            55,000Common
      stock issued for loan fee
            
            
            22,000
            
            
            
            -
            
            
            
            22,000Amortization
      of debt discount
            
            
            127,083
            
            
            
            -
            
            
            
            127,083Amortization
      of stock options and warrants
            
            
            106,863
            
            
            
            -
            
            
            
            106,863Changes
      in assets:(Increase)
      in prepaid expenses
            
            
            (12,794
            )
            
            
            -
            
            
            
            (10,500
            )Decrease
      in deposits
            
            
            -
            
            
            
            1,312
            
            
            
            -Changes
      in liabilitiesIncrease
      (decrease) in accounts payable and accrued expenses
            
            
            24,842
            
            
            
            (31,259
            )
            
            
            76,803Increase
      in accrued compensation due related parties
            
            
            50,000
            
            
            
            54,000
            
            
            
            50,000Increase
      in short-term borrowings
            
            
            69,172
            
            
            
            42,159
            
            
            
            85,520Net
      cash used in operating activities
            
            
            (617,096
            )
            
            
            (130,018
            )
            
            
            (647,239
            )Cash
      Flows from Investing ActivitiesProceeds
      from sale of interest in oil and gas properties
            
            
            175,500
            
            
            
            -
            
            
            
            200,500Loans to
      third party
            
            
            (250,000
            )
            
            
            
            
            
            
            (235,184
            )Acquisition
      of oil and gas properties
            
            
            (130,094
            )
            
            
            -
            
            
            
            (185,684
            )Purchase
      of equipment
            
            
            -
            
            
            
            (7,432
            )
            
            
            -Net
      cash used in investing activities
            
            
            (204,594
            )
            
            
            (7,432
            )
            
            
            (238,307
            )Cash
      Flows from Financing ActivitiesProceeds
      from sale of common stock
            
            
            25,000
            
            
            
            61,250
            
            
            
            25,000Proceeds
      from issuance of debt
            
            
            2,150,000
            
            
            
            -
            
            
            
            2,200,000Repayment
      of debt
            
            
            (128,370
            )
            
            
            -
            
            
            
            (128,370
            )Advances
      from related parties
            
            
            49,000
            
            
            
            71,500
            
            
            
            60,000Repayment
      of related party advances
            
            
            (6,000
            )
            
            
            (1,500
            )
            
            
            (6,000
            )Net
      cash provided by financing activities
            
            
            2,089,630
            
            
            
            131,250
            
            
            
            2,150,630Net
      Increase (Decrease) in Cash and Cash Equivalents
            
            
            1,267,940
            
            
            
            (6,200
            )
            
            
            1,268,207Cash
      and Cash Equivalents - Beginning of Period
            
            
            267
            
            
            
            6,200
            
            
            
            -Cash
      and Cash Equivalents - End of Period
            
            $
            1,268,207
            
            
            $
            -
            
            
            $
            1,268,207





The
      accompanying notes are an integral part of these financial
      statementsF-4





Table of Contents





PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)FromNine
      Months Ended
            
            January
      9, 2007December
      31,
            
            
            through2007
            
            2006
            
            December
      31, 2007Supplemental
      Disclosures of Cash Flow InformationCash
      Paid For:Interest
      Expense
            $
            3,370
            $
            -
            $
            3,370Income
      Taxes
            $
            -
            $
            -
            $
            -Non-Cash
      Financing and Investing Information:On
      April 6, 2005, the Company completed its purchase of rights and licenses
      from Permian Energy Services LPin
      connection with the marketing of a certain pump in the oil and gas
      industry.  In consideration for the assetspurchased,
      the Company agreed to issue 2,250,000 shares of its common stock and pay
      $250,000 as evidencedby
      a promissory note.  Of the 2,250,000 shares issued, 2,025,000
      shares were returned in April 2006, pursuantto
      a settlement agreement with the Company and Permian Energy Services
      LP.  In addition, the Companyissued
      a consultant 750,000 shares in connection with the asset
      purchase.  The Company did not assign any value
    tothe
      2,250,000 shares due to the fact that the issuance of these shares had no
      commercial substance. The Companyassigned
      the value of 750,000 shares at the market price on the effective date of
      the asset purchase of $97,500.Therefore
      the license was valued at $347,500 ($250,000 obligation under the note and
      the fair value ofthe
      750,000 shares of $97,500 - see Note 3 to the financial
      statements).On
      May 30, 2005, a note holder converted $10,070 of indebtedness due him by
      the Company into 53,000shares
      of the Company’s common stock.On
      June 23, 2005, a preferred stockholder converted 10,000 shares of Series A
      preferred stock into 100,000shares
      of the Company's common stock.On
      June 23, 2005, a preferred stockholder converted 3,800 shares of Series C
      preferred stock into 380,000shares
      of the Company's common stock.As
      discussed above, in April 2006, the Company entered into a settlement
      agreement with Permian Energy ServicesLP
      under which 2,025,000 shares of the Company's common stock were returned
      to the Company for cancellation andpaid
      the LP $53,823 of which $38,923 was charged against the balance owed the
      LP for past services and $14,900was
      charged to operations.  The Company also agreed to assign the
      remaining balance of the obligation due the LP($227,640,
      including accrued interest) to a corporation that was wholly owned by the
      Company's President  at thetime
      of the transaction (See Notes 3 and 5 to the financial
      statements).In
      September 2006, 5,000 shares of the Company's Series B preferred shares
      were converted into 500,000 sharesof
      the Company's common stock.




The
      accompanying notes are an integral part of these financial
      statementsF-5


Table of Contents
  PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)Non-Cash
      Financing and Investing Information:In
      October 2006, a note holder converted $35,015 of indebtedness due him by
      the Company into 700,300shares
      of the Company’s common stock.  The Company recognized a $28,012
      loss on the conversion.On
      October 12, 2006, the Company issued 3,600 shares of its Series C
      preferred stock in exchange for a 90-dayoption
      to acquire certain oil and gas leases in Lloyd and Briscoe Counties,
      Texas.  The option was valued at $32,400and
      was extended through the payment of $54,000 in January
    2007.In
      November 2006, the Company issued 1,250,000 shares of its common stock in
      consideration for investmentrelations
      services. The services were valued at $150,000 based on the market value
      of the shares on the date ofissuance.In
      January 2007, the Company issued 22,500 shares of its Series B preferred
      stock in consideration for the acquisitionof
      certain oil and gas leases. The shares were valued at $213,773 based upon
      the market price of the underlyingcommon
      shares at date of issuance.In
      January 2007, the Company issued 25,000 shares of its Series B preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $237,525 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      January 2007, the Company issued 50,000 shares of its common stock as
      additional considerationon
      a $50,000 loan.In
      February 2007, the Company issued 750,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $93,375, which was based on the market value
      of the shares ondate
      of issuance.In
      March 2007, the Company issued 20,000 shares of its Series B preferred
      stock in payment of a consultingagreement.
      The shares were valued at $280,000 based upon the market price of the
      underlying commonshares
      on date of issuance.In
      March 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $281,600on
      the conversion.In
      March 2007, the Company cancelled 5,000 shares of its Series B preferred
      stock in exchange for the issuanceof
      500,000 shares of its common stock.In
      April 2007, the Company issued 12,464 shares of its Series B preferred
      stock in exchangefor
      the extension of an option to acquire certain oil and gas leases. The
      shares were valued at $149,568 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      April 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $237,200on
      the conversion.In
      April 2007, the Company issued 1,266,667 shares of its common stock in
      exchange for the cancellation of$3,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $135,533on
      the conversion.In
      June 2007, the Company issued 1,400,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $182,000, which was based on the market value
      of the shares ondate
      of issuance.In
      June 2007, the Company issued 50,000 shares of its common stock in
      consideration for extendingthe
      due date of a note payable.  The shares were valued at $9,500,
      which was based on the market value ofthe
      shares on date of issuance.
  The
      accompanying notes are an integral part of these financial
      statementsF-6  Table of Contents
  PLATINA
      ENERGY GROUP, INC.(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)Non-Cash
      Financing and Investing Information:In
      June 2007, the Company issued 1,833,333 shares of its common stock in
      exchange for the cancellation of$5,500
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $397,833on
      the conversion.In
      June 2007, the Company issued 61,091 shares of its Series A preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $171,055 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      June 2007, the Company issued 6,500 shares of its Series B preferred stock
      in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $182,000 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      June 2007, the Company issued 8,800,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $2,481,600on
      the conversion.In
      June 2007, the Company issued 1,000,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $190,000, which was based on the market value
      of the shares ondate
      of issuance.In
      July 2007, the Company issued 53,571 shares of its common stock as part
      consideration  on wages earned.The
      shares were valued at $15,000, which was based on the market value of the
      shares on date of issuance.In
      July 2007, the Company issued 300,000 shares of its common stock in
      accordance with anemployment
      agreement one time stock grant.  The shares were valued at
      $84,000, which was based onthe
      market value of the shares on date of issuance.In
      August 2007, the Company issued 3,900,000 shares of its common stock in
      exchange for the cancellation of$11,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $667,967on
      the conversion.In
      September 2007, the Company issued 7,900,000 shares of its common stock in
      exchange for the cancellation of$23,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $1,624,000on
      the conversion.In
      September 2007, the Company issued 100,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $9,000, which was based on the market value of
      the shares ondate
      of issuance.In
      September 2007, the Company issued 202,500 shares of its common stock in
      exchange for the cancellationof
      $19,737 of indebtedness due on certain accounts payables. The company
      recognized a loss of $23,576on
      the conversion.In
      September 2007, the Company issued 37,500 shares of its common stock in
      consideration for legal services.The
      services were valued at $8,438, which was based on the market value of the
      shares on date of issuance.In
      November 2007, the Company issued 2,500 shares of its Series B preferred
      stock in consideration for consulting fees.The
      services were valued at $63,750, which was based on the market value of
      the underlying common shares on date ofissuance.In
      November 2007, the Company issued 8,000,000 shares of its common stock in
      exchange for the cancellation of$24,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $2,088,000on
      the conversion.In
      December 2007, the Company issued 1,500,000 shares of its common stock in
      consideration for consulting fees.The
      services were valued at $247,500, which was based on the market value of
      the shares on date of issuance.In
      December 2007, the Company issued 6,000,000 shares of its common stock in
      exchange for the cancellation of$3,000
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $897,000on
      the conversion.In
      December 2007, the Company acquired all of the joint venture interests
      owned by Zone Petroleum and HomesteadOil
      and Gas for a total of $530,000 evidenced by promissory notes (See Note
      7).In
      December 2007, the Company obtained a $1,500,000 loan from Trafalgar, the
      Company agreed to place in escrow18,000,000
      shares of its common stock which was set aside to prevent the Company from
      issuing shares in excess of thenumber
      required  if Trafalgar elected to convert its debt into common
      stock of the Company. For financial reportingpurposes
      the Company considers these 18,000,000 shares as issued but not
      outstanding.During
      the quarter ended December 31, 2007, the Company received $2,150,000
      though the issuance of convertibledebt
      which have beneficial conversion features amounting to $805,270, which
      will be charged to operations over theterm
      of the respective debt.
  The
      accompanying notes are an integral part of these financial
      statementsF-7


Table of Contents





Note 1.  Basis of Presentation and
Organization





Organization,
History and Business





Platina
Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally
incorporated on January 19, 1988.  The Company went through several
previous unrelated transactions involving other businesses that have
subsequently been divested.  A further subsequent restructure of the
Company on June 25, 2005 resulted in the name change to Platina Energy Group,
Inc. with a business focus on the oil and gas sector.





The
Company is in the exploration stage, as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7, “ Accounting and Reporting by Development
Stage Enterprises ,” with its principal activity being the exploration and
development of oil and gas properties.





On March
30, 2005, the Company formed a wholly owned subsidiary, Permian Energy
International, Inc., a Nevada Corporation to acquire certain rights for enhanced
oil recovery and reduction of paraffin build up through a thermal pulsing pump
device. On April 6, 2005, the Company completed its acquisitions of rights and
licenses from Permian Energy Services, LP in connection with certain rights
including the representation and marketing of a proprietary thermal pulsing pump
in the oil and gas industry.  The assets acquired from the LP were
transferred into Permian Energy International.  The thermal pulse
unit, (“TPU”), was engineered to create a new recovery pump for oil particularly
in fields with heavy paraffin problems.  As a by-product of the
process for specific field applications, the need for down-hole or pump jacks
can be eliminated.  Also, flow rates of oil from viscosity changes due
to heat and pressure changes can be substantially increased. Through May 2007,
the Company leased its sole TPU for $3,600 per month.





On
January 5, 2007, the Company formed Appalachian Energy Corp. a Nevada
Corporation (“Appalachian”). Appalachian was formed as a wholly owned subsidiary
to acquire oil and gas properties for exploration and development (See Note
4).





In June
of 2007, the Company formed Platina Exploration Corp., a Nevada Corporation
(“PEC”).  PEC is headquartered in Dallas, Texas PEC has acquired
producing interests on multiple leases in Seminole County, Oklahoma (See Note
4).





On
October 5, 2007, the Company formed Applegate Petroleum Management LLC,
(“Applegate”). Applegate is headquartered in Cheyenne, Wyoming, and its primary
function is to coordinate private equity raising activities for
Platina.





The
accompanying financial statements include the activities of the Company and its
subsidiaries.  All material intercompany transactions have been
eliminated.





Basis
of Presentation





The
accompanying interim financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC") for interim financial reporting.  These interim financial
statements are unaudited and, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments and accruals) necessary
to present fairly the balance sheet, operating results and cash flows for the
periods presented in accordance with accounting principles generally accepted in
the United States of America ("GAAP").  Operating results for the
three and nine months ended December 31, 2007 are not necessarily indicative of
the results that may be expected for the year ending March 31, 2008 or for any
other interim period during such year.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with GAAP have been omitted in accordance with the rules and
regulations of the SEC.  These interim financial statements should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-KSB for the year ended March 31,
2007.





The
Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The Company has accumulated operating losses since
its inception (January 19, 1988).  In addition, the Company has used
ongoing working capital in its operations.  At December 31, 2007 the
Company’s current liabilities exceeded its current assets by approximately
$4,300,000 and it has an accumulated deficit of approximately
$18,000,000.





In view
of current matters, the continuation of the Company’s operations is dependent on
revenue from its oil and gas production, funds generated by provided by its
management, advancements made by expenditures from certain joint venture
arrangements, the raising of capital through the sale of its equity instruments
or issuance of debt. Management has purchased certain rights and licenses from
Permian Energy Services LP (“Permian”), a related party (see Notes 3 & 5),
in connection with the marketing of a proprietary thermal pulsing pump in the
oil and gas industry. Further, the Company has entered into various drilling
programs with third parties. Management believes that these sources of funds
will allow the Company to continue as a going concern through 2008. However, no
assurances can be made that current or anticipated future sources of funds will
enable the Company to finance future periods’ operations.  In light of
these circumstances, substantial doubt exists about the Company’s ability to
continue as a going concern.  These consolidated financial statements
do not include any adjustments relating to the recoverability and classification
of recorded assets or liabilities that might be necessary should the Company be
unable to continue as a going concern.





10
 Table of Contents




Note
2.  Summary of Significant Accounting Policies





Principles
of Consolidation





The
accompanying consolidated financial statements include the accounts of the
Platina Energy Group, Inc. and its wholly owned subsidiaries, Appalachian Energy
Corporation Permian Energy International, Inc. and Applegate Petroleum
Management, Inc.  Intercompany transactions and balances have been
eliminated in consolidation.





Use
of Estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, 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. Accordingly,
actual results could differ from those estimates.





Cash
Equivalents





For
purposes of the statements of cash flows, the Company considers cash equivalents
to include highly liquid investments with original maturities of three months or
less.





Accounts
Receivable





Accounts
receivable are reported at the customers’ outstanding balances less any
allowance for doubtful accounts.  The Company does not accrue interest
on overdue accounts receivable.





The
allowance for doubtful accounts is charged to income in amounts sufficient to
maintain the allowance for uncollectible accounts at a level management believes
is adequate to cover any probable losses.  Management determines the
adequacy of the allowance based on historical write-off percentages and
information collected from individual customers.  At December 31,
2007, the Company had no accounts receivable due. Accordingly, no allowance
for doubtful accounts is included in the accompanying consolidated balance
sheet.





Property
and Equipment





Property
and equipment are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance, and repairs that
do not improve or extend the lives of the respective assets are
expensed.  At the time property and equipment are retired or otherwise
disposed of, the asset and related accumulated depreciation accounts are
relieved of the applicable amounts.  Gains or losses from retirements
or sales are credited or charged to income.





The
Company’s equipment consists of a TPU unit which is being depreciated over its
estimated useful life of 7 years on the straight-line method.





Oil
and Gas Properties





The
Company follows the full cost method of accounting for crude oil and natural gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as
unsuccessful   exploration   and   development   activities   are   capitalized.
Depreciation, depletion, and amortization of capitalized crude oil and natural
gas properties and estimated future development costs, excluding unproved
properties, are based on the unit-of-production method based on proved
reserves.





Long-Lived
Assets





The
Company accounts for its long-lived assets in accordance with SFAS No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets.”  SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset may
no longer be appropriate.  The Company assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition.  If the future
net cash flows are less than the carrying value of the asset, an impairment loss
is recorded equal to the difference between the asset’s carrying value and fair
value or disposable value. As of December 31, 2007, the Company did not deem any
of its long-term assets to be impaired.





Convertible
Debentures





If the
conversion feature of conventional convertible debt provides for a rate of
conversion that is below market value, this feature is characterized as a
beneficial conversion feature (“BCF”).  A BCF is recorded by the
Company as a debt discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”),
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingency Adjustable Conversion Ratio, and EITF Issue No. 00-27, and
Application of EITF Issue No. 98-5 to Certain Convertible
Instruments.  In those circumstances, the convertible debt will be
recorded net of the discount related to the BCF.  The Company
amortizes the discount to interest expense over the life of the debt using the
effective interest method.




11
 Table of Contents





Derivative
Financial Instruments





During
the three months ended December 31, 2007, the Company recognized a derivative
liability of $2,601,457 pursuant to EITF 00-19 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock” as the Company did not have sufficient authorized and unissued shares to
meet all of its commitments relating its convertible debt, outstanding warrants,
and options.  The Company recognized a loss of $1,483,810 relating to
this accrual.





Revenue
recognition





The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB
No. 104.  As such, the Company recognizes revenue when persuasive
evidence of an arrangement exists, title transfer has occurred, the price is
fixed or readily determinable and collectibility is probable.  Sales
are recorded net of sales discounts.





In
September 2006, the Company entered into an agreement to joint venture its
thermal pulsing pump (TPU) for one year at $3,600 per month.  The
lease was cancelled effective June 1, 2007. Pursuant to the lease agreement, the
Company received an advance payment of $7,400 and was required to make certain
modifications to the pump’s vessel. As of December 31, 2007, the Company
incurred $7,432 in costs associated in the vessel upgrade. The upgrade was
completed in October 2006 and the $7,432 is included in the cost basis of the
TPU. The lease commenced in November 2006. The costs of the vessel upgrades are
being depreciated over the pump’s remaining expected useful life of
approximately 6 years.  During the nine-months ended December 31,
2007, the Company generated $50,826 from its oil and gas production of which
$48,000 was earned from the sale of approximately 600 barrels of oil to Zone
Petroleum. The Company is currently storing the oil for Zone, who has accepted
ownership and full responsibility for the oil purchased.





Income
Taxes





The
Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income
Taxes.”  Under SFAS No. 109, deferred tax assets and
liabilities are recognized for future tax benefits or consequences attributable
to temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not that the asset will not be realized through future
operations.





The
Company has total net operating tax loss carry forwards at December 31, 2007 of
approximately $9,200,000 for federal income tax purposes.  These net
operating losses have generated a deferred tax asset of approximately $3,000,000
on which a valuation allowance equaling the total tax benefit has been provided
due to the uncertain nature of it being realized. Net operating loss
carryforwards expire in various years through December 31, 2027 for federal tax
purposes.





Stock
Based Compensation





The
Company accounts for stock-based compensation under SFAS No. 123R, "Share- based
Payment” " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which the Company expects
to receive the benefit, which is generally the vesting period.





Issuance
of Stock for Non-Cash Consideration





All
issuances of the Company's stock for non-cash consideration have been assigned a
per share amount equaling either the market value of the shares issued or the
value of consideration received, whichever is more readily determinable. The
majority of the non-cash consideration received pertains to services rendered by
consultants and others and has been valued at the market value of the shares on
the dates issued.





Net
Loss per Share





The
Company adopted the provisions of SFAS No. 128, “Earnings Per Share”
(“EPS”).  SFAS No. 128 provides for the calculation of basic and
diluted earnings per share.   Basic EPS includes no dilution and
is computed by dividing income or loss available to common shareholders by the
weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution of securities
that could share in the earnings or losses of the entity, arising from the
exercise of options and warrants and the conversion of convertible
debt.  If such shares were included in diluted EPS, they would have
resulted in weighted-average common shares of 101,656,854 and 27,410,814 for the
three months ended December 31, 2007 and 2006, respectively and 72,595,400 and
26,275,660 for the nine months ended December 31, 2007 and 2006,
respectively.





12
 Table of Contents




Fair
Value of Financial Instruments





The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments,” the Company is required to estimate the fair
value of all financial instruments at the balance sheet date.  The
Company considers the carrying values of its financial instruments in the
financial statements to approximate their fair values due to the short term
nature of the instruments.





Reclassification





Certain
reclassifications have been made to the 2006 balances to conform to the 2007
presentation.





Recent
Accounting Pronouncements





SFAS No. 157 - In
September 2006, the FASB issued Statement 157, Fair Value Measurements.This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year.  The Company has evaluated the impact
of the adoption of SFAS 157, and does not believe the impact will be significant
to the Company's overall results of operations or financial
position.





SFAS No. 158 - In
September 2006, the FASB issued Statement No. 158 Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This Statement improves financial reporting
by requiring an employer to recognize the over funded or under funded status of
a defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007.  The Company has evaluated the impact of
the adoption of SFAS 158, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.





SAB No. 108
– In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108 (SAB No. 108), “Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements.” The guidance in SAB No. 108 requires
Companies to base their materiality evaluations on all relevant quantitative and
qualitative factors. This involves quantifying the impact of correcting all
misstatements, including both the carryover and reversing effects of prior year
misstatements, on the current year financial statements. The Company has adopted
this standard.





SFAS No. 159 - In
February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.This Statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement, which is consistent with the
Board’s long-term measurement objectives for accounting for financial
instruments.  This Statement applies to all entities, including
not-for-profit organizations. Most of the provisions of this Statement apply
only to entities that elect the fair value option. However, the amendment to
FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, applies to all entities
with available-for-sale and trading securities. Some requirements apply
differently to entities that do not report net income.  This Statement
is effective as of the beginning of an entity’s first fiscal year that begins
after November 15, 2007. Early adoption is permitted as of the beginning of
a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, Fair Value
Measurements.No entity is permitted to apply this Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption. The choice to adopt early should be made after issuance
of this Statement but within 120 days of the beginning of the fiscal year of
adoption, provided the entity has not yet issued financial statements, including
required notes to those financial statements, for any interim period of the
fiscal year of adoption.  This Statement permits application to
eligible items existing at the effective date (or early adoption
date).  The Company has evaluated the impact of the implementation of
SFAS No. 159 and does not believe the impact will be significant to the
Company's overall results of operations or financial position.





13
 Table of Contents





Note
3. Note Receivable





In
October 2007, the Company advanced $250,000 to Buccaneer Energy Corporation. The
loan is evidenced by a promissory note which is assessed interest at an annual
rate of 6%. The note matures on October 15, 2008, when principal and accrued
interest is fully due and payable. As security for the loan, Buccaneer pledged
to the Company a 50% membership interest in Bowie Energy, LLC. (“Bowie”) formed
in Texas on October 9, 2007.  See also Note 11.








Note
4. Acquisition of Licensing Rights





On April
6, 2005, the Company completed its purchase of rights and licenses from Permian
Energy Services LP, a related party, in connection with certain technological
representation and marketing rights of a proprietary thermal pulse pump in the
oil and gas industry.  In consideration for the assets purchased, the
Company originally agreed to issue 2,250,000 shares of its common stock and pay
$250,000 as evidenced by a promissory note with interest accruing at an annual
rate of 6%.  Under the terms of the note, accrued interest would have
been due one year from the date of the Note and all principal and additional
accrued interest would have been due two years from the date of the
note.  Throughout the first portion of fiscal 2006, Permian Energy
International was in dispute with the prior President of Permian International,
Inc. relative to certain amounts allegedly due to him.  The Company
valued the intangible assets purchased at $347,500, which consisted of the
$250,000 obligation plus the fair value of the 750,000 shares issued to a
consultant in connection with the acquisition.  The Company valued the
shares issued as of April 6, 2005 (See Note 5).





In April
2006, the Company entered into a satisfactory settlement agreement with Permian
Energy Services L.P. and Robert Clark ("Clark"), the former president of Permian
Energy International Inc. Under the terms of the settlement agreement, the
Company agreed to dismiss its lawsuit against Clark. The Company has also agreed
to pay Clark $53,823 in exchange for Clark returning the 2,025,000 shares it
received under the April 6, 2005 asset purchase agreement and cancelling the
$214,963 obligation due it.





In order
to bring the negotiations with Clark to a successful conclusion, Wyoming Energy
Corp. had to return to Permian Energy Services LP, its 10% ownership interest in
the LP. In consideration for the loss of Wyoming's interest in the LP, the
Company transferred its obligation in favor of the LP to Wyoming under the same
terms and conditions. At the time of the transaction, Wyoming Energy Corp. was
wholly-owned by the Company's president, but was subsequently sold to an
unrelated third party in March 2007.





Clark
also agreed not to engage in the business of providing downhole oil or gas well
stimulation as referenced and defined in the PES-BI-Comp agreement, which was
assigned to the Company by Clark in April 2005 pursuant to the Asset Purchase
Agreement for a period of three years.





The
Company is amortizing the licensing rights over its expected useful life of
seven years. Amortization expense charged to operations amounted to $12,411 and
$12,411 in each of the three months ended December 31, 2007 and 2006,
respectively. Amortization expense charged to operations amounted to $37,232 and
$37,232 in each of the nine months ended December 31, 2007 and 2006,
respectively.





Estimated
amortization expense is as follows:





Year
      ending Dec 31,2008
            
            $   49,6432009
            
            49,6432010
            
            49,6432011
            
            49,6432012
            
            12,410$
      210,982





14
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Note
5. Property and equipment





Oil
and gas properties





In
October 2006, the Company issued 3,600 shares of its Class C convertible
preferred stock in exchange for an option to acquire certain oil and gas leases
situated on 3,600 acres in Floyd County, Texas. The option was to expire in
January 2007, but the Company paid $54,000 to extend the option period. The
3,600 shares of Class C preferred stock were valued at $32,400 based on the
market price of the underlying common shares on which the preferred shares can
be converted into on the date of issuance.





In
January 2007, the company issued 22,500 shares of its Series B Preferred Stock
to Tri Global Holdings, LLC for the purchase of oil and gas leases to thirty to
thirty five drilling locations on approximately 1,600 acres in the Devonian
Black Shale formation located in the Appalachian Basin in East
Tennessee.  The 22,500 shares were valued at $213,773, based on the
market price of the Company’s underlying common stock on the date of
acquisition. Each share of Series B Preferred is convertible into 100 shares of
the Company’s common stock.





In
February 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the acquisition of oil and gas leases and options comprising of
approximately 20,000 acres located in Palo Duro Basin, Texas and oil and gas
leases located on 372 acres in Young Texas. The 25,000 shares were valued at
$237,525, based on the market price of the Company’s underlying common stock on
the date of acquisition.





Further
in April 2007, the Company issued 12,464 shares of its Series B Preferred Stock
to extend the option through August 1, 2007. The 12,464 shares of Class B
preferred stock were valued at $149,568 based on the market price of the
underlying common shares on which the preferred shares can be converted into on
the date of issuance.





In June
2007, the Company issued 61,091 of its Class A convertible preferred stock in
exchange for the oil and gas leases referenced above.  The 61,091
shares of Class A convertible preferred stock were valued at $171,055 based on
the market price of the underlying common shares on which the preferred shares
can be converted into on the date of issuance.





In June
2007, the Company issued 6,500 of its Class B convertible preferred stock and
paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining
25% of the working interest in the oil and gas leases located in Young County,
Texas. The 6,500 shares of Class B convertible preferred stock were valued at
$182,000 based on the market price of the underlying common shares on which the
preferred shares can be converted into on the date of issuance.





On May
14, 2007 the Company signed a memorandum agreement (Agreement) with Zone
Petroleum, LLC (Zone), a Wyoming corporation to fund the development of its
Young County prospect. Pursuant to the agreement, Zone is granted an exclusive
for the Young County prospect as long as Zone is able to fund the development of
35 wells over an 18 month period based an turnkey agreement of $50,000 per well.
As discussed below, in June, 2007. The Company acquired the remaining balance of
the working interest in its Young County, Texas prospect in order to facilitate
its agreement with Zone Petroleum LLC. Under the agreement with Zone Petroleum,
it will receive a 75% working interest with Platina retaining the remaining 25%
working interest. Under the agreement, the Company will receive an
operating fee of 10% to 15%, subject to negotiation. During the nine months
ended December 31, 2007, the Company received $175,500 from Zone and received an
additional $25,000 last year relating to this agreement. On December 30, 2007,
the Company acquired the remaining 75% working interest from Zone in exchange
for a note payable in the amount of $210,000 (See Note 7).




On August
7th 2007 the Company signed an agreement with Homestead Oil and Gas LLC to fund
the development of its Appalachian prospect. Under the agreement, the
development of 55 well sites are to be funded by Homestead, who will receive a
75% working interest in the wells, with Appalachian, a wholly owned subsidiary
of Platina retaining a 25% working interest. As part of the agreement,
Appalachian will have the right to purchase 100% or any fraction there of, of
any Homestead-owned well interest on this property. Drilling activities began in
August of 2007. No assurance can be given as to the expected progress or
performance of the development of the wells or that the production there from
will prove profitable.  On December 30, 2007, the Company acquired the
remaining 75% working interest from Homestead in exchange for a note payable in
the amount of $320,000 (See Note 7).





On
October 29, 2007 the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, entered into a Property Sale and Joint Venture
Agreement (the "Rick Newell Agreement") with Buccaneer Energy Corporation
("Buccaneer"). The Rick Newell Agreement provides for a Joint Venture by the
Company with Buccaneer for a one half (1/2) interest in the Rick Newell Salt
Water Disposal Project located in Oklahoma that consists of one (1) producing
oil well (Rick #1) currently producing approximately four (4) barrels of oil per
day, one (1) salt water disposal well (the Newell #2) and a number of wells
which are to be recompleted and dispose of the salt water on the lease in the
Newell #2 well. Pursuant to the Rick Newell Agreement, the Company is to pay to
Buccaneer a total consideration of $455,138. In connection with this purchase,
the Company is offering to qualified investors units at a price of $50,000 each.
Each unit consist of 100,000 restricted shares of the Company’s common stock, a
4% working interest in the Rick #1 and the Newell #2 and a 1 1⁄2 % working
interest in the 10 non-operating wells. As of January 10, 2008, the Company has
received $525,000 through the issuance of 10.5 units.





On
October 31, 2007, the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, also entered into a Property Sale and Joint Venture
Agreement (the "Oklahoma Agreement") with Buccaneer. The Oklahoma Agreement
provides for a Joint Venture by the Company with Buccaneer for a one half (1/2)
interest in (i) the approximate forty percent (40%) interest of Buccaneer in the
Oklahoma PUD Prospects comprised of several undeveloped prospects to be drilled
and (ii) a one half (1/2) interest in the East Texas Projects consisting of the
Gaywood acquisition comprised of approximately fifty (50) locations in Rusk
County. The Oklahoma Agreement further provides that Buccaneer will show the
Company other opportunities or projects and if the Company elects to
participate, it will receive a one half (1/2) interest in such project or
projects upon reimbursement to Buccaneer for its costs in such project(s). The
Oklahoma Agreement also provides that the Company will pay Buccaneer $199,873
comprised of $60,000 cash and a $139,873 promissory note at six percent (6%)
interest due on or before January 31, 2008. The Company paid the amounts due in
January 2008, when the purchase was completed.





Both the
Rick Newell Agreement and the Oklahoma Agreement further provide that Buccaneer
and the Company will be equal partners in future operations with Buccaneer's
wholly owned subsidiary, Buccaneer Energy L.L.C. being the operator of projects
located in Oklahoma, Bowie Operating Company ("Bowie Operating"), a newly formed
Texas LLC being the operator of all other projects except that pursuant to an
oral agreement, Bowie Operating will also be the Operator of the Newell #2 upon
completion of bonding in Oklahoma, with all operations to be at cost, plus
normal Model 610 Operating Agreement COPUS drilling, completion and operating
overhead reimbursement fees. Buccaneer has a 50% membership interest in
Bowie.





15
 Table of Contents





Note
6.  Convertible Debt





Agreement
#1





On March
14, 2007, convertible debentures totaling $137,556 were sold by four Noteholders
(“Assignors”) of the Company to third party assignee(s) represented by counsel
(“Assignee”).  Under the terms of the sale, the Company agreed to
modify the conversion feature of the notes. Under the modified terms, The
Assignee shall have the right, upon three (3) days written notice to the
Company, to convert the unpaid principal and accrued interest of each Note into
the Company’s common stock at a rate of $0.002 per share for the first 4,000,000
shares and thereafter $0.003 per share, except the last 4,000,000 shares will be
at the rate of $0.004 per share; provided, however, the Assignee can only
convert after the respective Assignor has been fully paid for that portion of
the Note that the Assignee is looking to convert. The terms further provide that
no Note shall be converted at any time by the Assignee if it would result in the
Assignee beneficially owning more than 9.99% of the common stock of the Company
at the time of such conversion and that no Note can be converted at any time
that the Fair Market Value of the common stock of the Company is less than nine
cents ($0.09) per share without the prior written consent of the Board of
Directors of the Company. In addition, the converted shares can not be sold by
the Assignee(s) represented by legal counsel into the US Market for a period of
five (5) years from the date of the Assignment.  In March 2007, the
Company issued 2,200,000 shares of its common stock in exchange for canceling
$4,400 of indebtedness. The Company recognized a loss of $281,600 on the
conversion. The Company determined that the modification of the conversion
features created a beneficial conversion feature (“BCF”) totaling $134,775 which
was charged to interest expense during the year ended March 31,
2007.





During
the nine months ended December 31, 2007, the Company issued 39,900,000 shares of
its common stock in exchange for canceling $80,900 of
indebtedness.  These shares cannot be sold in the U.S. market for five
years. The Company recognized a loss of $8,517,733 on the conversions, which is
the difference between the prevailing market price of the shares on the date of
conversion and the conversion price. Of the $80,900, $4,400 was cancelled under
a special agreement at a price of $.0005 per share on which 8,800,000 shares
were issued.





The
balance of the convertible debenture at December 31, 2007 totaled $66,076
including accrued interest. The note is assessed interest at an annual rate of
12%. Interest charged to operations during the three months ended December 31,
2007 and 2006 totaled $3,657 and $4.087, respectively. Interest charged to
operations during the nine months ended December 31, 2007 and 2006 totaled
$13,021 and $13,573, respectively.





Agreement
#2





On August
30, 2007 the Company entered into a Securities Purchase Agreement with La Jolla
Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 7 1⁄4 % Convertible
Debenture for $300,000 with a maturity date of August 30, 2010 if not earlier
converted by La Jolla into shares of the Company’s Common Stock and (ii) issue
to La Jolla a Warrant to Purchase up to 3,000,000 shares of the Company’s common
stock at price of $1 per share with an expiration date of August 30,
2010.





Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire result
being divided by the Conversion Price. The Conversion Price equals the lesser of
(i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares
during the twenty days prior to conversion. If La Jolla elects to convert, the
Company has the right to pay off the amount of debt to be converted including
accrued interest, however, if the trading price of the Company’s common shares
is less than $.25 at the time of La Jolla elects to convert, the Company may pay
off the amount of debt and accrued interest to be converted with a 20% penalty
thereon. The Company has the right to prepay any or all of the outstanding
principal balance and accrued interest due at anytime in an amount equal to 120%
of such outstanding balance and accrued interest.





The
Company has valued the convertible debenture (imputing an interest rate of
4.87%) and the related beneficial conversion option to convert the principal
balance into shares using the “Relative Fair Value”
approach.  Accordingly, the Company recognized a $300,000 discount on
the $300,000 principal amount of the convertible debenture. The discount is
being amortized over the life of the 3 year life of the debenture. Interest
charged to operation on the debenture for the three months ending December 31,
2007 and 2006 amounted to $7,270 and $0, respectively. Interest charged to
operation on the debenture for the nine months ending December 31, 2007 and 2006
amounted to $9,117 and $0, respectively. Interest charged to operation on the
discount for the three months ending December 31, 2007 and 2006 amounted to
$25,000 and $0, respectively. Interest charged to operation on the debenture for
the nine months ending December 31, 2007 and 2006 amounted to $33,333, and $0,
respectively.





Agreement
#3





On
October 16, 2007 the Company entered into a Securities Purchase Agreement with
La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 8 %
Convertible Debenture for $250,000 with a maturity date of October 16, 2010 if
not earlier converted by La Jolla into shares of the Company’s Common Stock and
(ii) issue to La Jolla a Warrant to Purchase up to 2,500,000 shares of the
Company’s common stock at price of $1 per share with an expiration date of
October 16, 2010.





Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire result
being divided by the Conversion Price. The Conversion Price equals the lesser of
(i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares
during the twenty days prior to conversion. If La Jolla elects to convert, the
Company has the right to pay off the amount of debt to be converted including
accrued interest, however, if the trading price of the Company’s common shares
is less than $.25 at the time of La Jolla elects to convert, the Company may pay
off the amount of debt and accrued interest to be converted with a 20% penalty
thereon. The Company has the right to prepay any or all of the outstanding
principal balance and accrued interest due at anytime in an amount equal to 120%
of such outstanding balance and accrued interest.





The
Company has valued the convertible debenture (imputing an interest rate of
4.97%) and the related beneficial conversion option to convert the principal
balance into shares using the “Relative Fair Value”
approach.  Accordingly, the Company recognized a $250,000 discount on
the $250,000 principal amount of the convertible debenture. The discount is
being amortized over the life of the 3 year life of the debenture. Interest
charged to operation on the debenture for the three months ending December 31,
2007 and 2006 amounted to $3,770 and $0, respectively. Interest charged to
operation on the debenture for the nine months ending December 31, 2007 and 2006
amounted to $3,770 and $0, respectively. Interest charged to operation on the
discount for the three months ending December 31, 2007 and 2006 amounted to
$93,750 and $0, respectively. Interest charged to operation on the debenture for
the nine months ending December 31, 2007 and 2006 amounted to $93,750, and $0,
respectively.





On
December 7, 2007, the Company made a prepayment on the convertible debenture in
the amount of $75,000.  On January 25, 2008, the Company paid this
debt in full and no further obligation is due.





Agreement
#4





The
Company completed a $1,500,000 financing pursuant to a Securities Purchase
Agreement with an effective date of December 31, 2007 with Trafalgar
Capital Specialized Fund, Luxembourg ("Trafalgar") for Trafalgar to loan
$1,500,000 to the Company (the "Loan") pursuant to a secured Promissory Note
(the "Note") dated December 31, 2007 with an annual interest rate of 10% due in
monthly payments of interest only for the first two months and then commencing
three (3) months from the date of the Note, principal and interest amortized
over the remaining twenty five months of the Loan and a monthly redemption
premium of 15% of the payment is payable in monthly installments with all
principal and accrued interest due on March 30, 2010.





Trafalgar
is entitled, at its option, to convert until the Note is fully paid all or any
part of the principal amount of the Note, plus accrued interest, into shares of
the Company’s common stock, at the price per share equal to $0.17 when the
Common Stock is trading at or above $0.40 per share.  If the Company
fails to make a monthly payment within 5 days of its due date, then Trafalgar
can convert its debt into shares of the Company’s common stock at a price per
share equal to eighty-five percent (85%) of the lowest daily closing bid
price of the Company’s Common Stock, as quoted by Bloomberg, LP, for the ten
trading days immediately preceding the Conversion Date.





The
Company issued 18,000,000 shares of its common stock and a third party
non-affiliate issued an additional 6,000,000 shares into escrow as additional
security for the loan.





As long
as the Note is not in default and the trading price of the Company’s common
stock is $.40 per share or higher, the Company has the right to pay down all or
a portion of the principal balance and accrued interest plus a 15% redemption
fee.




In the
event that the Company authorizes a stock split or a stock dividend, the
conversion price in effect immediately prior to such split or dividend will be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of split, dividend or combination
as the case may be.





The
Company is required to prepare and file, no later than thirty days from the date
of failing to make any cash payment, including the applicable cure period
(“Scheduled Filing Deadline”), a registration statement with the SEC under the
1933 Act for the registration for the resale by Trafalgar of at least two times
the number of shares which are anticipated to be issued upon conversion of the
Note. The Company shall cause the Registration Statement to remain effective
until all of the converted shares have been sold.





In the
event the Company fails to file the registration statement ,or it does not
become effective within 60 days of the filing deadline (“Scheduled Effective
Date”), or sales can not be made due to a fault in the registration statement,
the Company is required to pay as liquidated damages to Trafalgar, at its
option, either a cash amount or shares of the Company’s common stock within
three (3) business days, after demand therefore, equal to two percent (2%) of
the liquidated value of the Note outstanding as for each thirty (30) day period
(or any part thereof) after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.





As
additional consideration for the debt facility, Trafalgar has the right to
accept monthly repayment of principle and interest (approximately $70,000 per
month) in the form of common shares only if the common stock price is trading
above $.40 per share. Trafalgar would then have the right to receive such
monthly payment(s) at a fixed conversion price of $.17 per share subject to
certain potential adjustments.





The
Company has computed a beneficial conversion feature on the debt in the amount
of $1,500,000. The discount is being amortized over the life of the
debenture.





The funds
from the loan will be used in conjunction with the Company's Tennessee prospect
and specific corporate overhead.




16
 Table of Contents




Note
7. Note Payable - Other





Note
#1





As
discussed in Note 3, Wyoming Energy Corp, a corporation previously owned by the
Company’s President, returned its 10% interest in Permian Energy Services LLC in
order to bring the settlement with Permian to a successful conclusion. In
consideration for the loss of Wyoming's interest in the LLC, the Company
transferred its obligation to Permian to Wyoming under the same terms and
conditions.





Under the
terms of the note, all principal and accrued interest was due two years from the
date of the note, on April 5, 2007.   Interest accrued and
charged to operations on this obligation accruing during the three months ended
December 31, 2007 and 2006 totaled $3,733 and $4,087, respectively. Interest
accrued and charged to operations on this obligation accruing during the nine
months ended December 31, 2007 and 2006 totaled $11,036 and $13,573,
respectively. The total balance of this obligation at December 31, 2007 is
$252,645. The due date of this obligation including accrued interest has been
extended to March 31, 2008.





Note
#2





On
November 29, 2007 the Company borrowed $100,000 from an unrelated party under a
promissory note.  The terms of the note call for interest in the
amount of $5,000 and repayment of the principal and interest within 60
days.  The note also called for the issuance of 100,000 shares of the
Company’s common stock in payment of a loan fee.   The loan fee
was valued at $22,000, which was based on the market price of the shares on the
date of issuance.  The loan fee is included in expense for the nine
months ended December 31, 2007. Interest accrued and charged to operations on
this obligation accruing during the three months ended December 31, 2007 and
2006 totaled $5,000 and $0, respectively. Interest accrued and charged to
operations on this obligation accruing during the nine months ended December 31,
2007 and 2006 totaled $5,000 and $0, respectively. The total balance of this
obligation at December 31, 2007 is $105,000. The maturity date of the Note was
extended to March 29, 2008. Under the amended terms of the Note, interest is
assessed on the principal balance at an annual rate of 15%.





Note
#3





On
December 30, 2007 the Company acquired the remaining 75% working interest in the
Young County, Texas prospect through the issuance of a note payable to Zone
Petroleum, LLC in the amount of $210,000.  Pursuant to the note,
$10,000 is payable on or before February 15, 2008 and the remaining $200,000
accrues interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008 for a period of two years at which time all remaining
principal and accrued but unpaid interest shall be due and payable.





Note
#4





On
December 30, 2007 the Company acquired the remaining 75% working interest in the
Tennessee prospects through the issuance of a note payable to Homestead Oil and
Gas, Inc. in the amount of $320,000.  Pursuant to the note, $20,000 is
payable on or before February 15, 2008 and the remaining $300,000 accrues
interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008 for a period of two years at which time all remaining
principal and accrued but unpaid interest shall be due and payable.





17
 Table of Contents





Note
8. Due to Related Parties





As of
December 31, 2007, the Company owed its President, Blair Merriam, a total of
$356,137 under various loan obligations, including accrued
interest.  The loans are assessed interest at an annual rate of
12%.  Interest charged to operations for the three months ended
December 31, 2007 and 2006 on these loans totaled $8,655 and $7,378,
respectively. Interest charged to operations for the nine months ended December
31, 2007 and 2006 on these loans totaled $24,926 and $18,188, respectively In
addition, under the terms of the loans, until the principal loans balance and
accrued interest are paid in full, the President has the right to convert the
obligation due him, including accrued interest, into shares of the Company’s
common stock at $0.17 per share.








Note
9. Shareholders' Deficit





Preferred
Stock





In
September 2006, 5,000 shares of the Company’s Series B Preferred Stock were
converted into 500,000 shares of the Company’s common stock.





In
January 2007, the Company issued 22,500 shares of its Series B Preferred Stock
in consideration for certain oil and gas leases and options (see Note
4).





In
January 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the acquisition of certain oil and gas leases and options (see
Note 4).





In March
2007, the Company issued 20,000 shares of its Series B Preferred Stock in
consideration for consulting services valued at $280,000.





On
October 12, 2006, the Company issued 3,600 shares of its Series C Preferred
Stock in exchange for a 90-day option to acquire certain oil and gas leases in
Lloyd and Briscoe Counties, Texas. (See Note 4)





In March
2007, 5,000 shares of the Company’s Series B Preferred Stock were converted into
500,000 shares of the Company’s common stock





In April
2007, the Company issued 12,464 shares of its Series B Preferred Stock in
exchange for the extension of an option to acquisition of certain oil and gas
leases. The shares were valued at $149,568 based upon the market price of the
underlying common shares at date of issuance.





In June
2007, the Company issued 61,091 shares of its Series A Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $171,055 based upon the market price of the underlying common shares
at date of issuance.





In June
2007, the Company issued 6,500 shares of its Series B Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $182,000 based upon the market price of the underlying common shares
at date of issuance.





In
November 2007, the Company issued 2,500 shares of its Series B Preferred Stock
in exchange for consulting fees. The shares were valued at $63,750 based upon
the market price of the underlying common shares at date of
issuance.





Common
Stock





In April
2006, the Company issued a total of 1,225,000 rule 144 shares of its common
stock in exchange for $61,250.





In April
2006, Clark returned the 2,025,000 shares of the Company’s common stock as
required in the April 5, 2006 settlement agreement (See Note 3). These shares
were subsequently cancelled by the Company.





In
October 2006, the Company issued a total of 700,300 shares of its rule 144
common stock in payment of debt to a note holder in the amount of $35,015 (see
Note 4).  The aggregate fair value of the shares issued was $63,027;
accordingly, the Company recorded a $28,012 loss on settlement of
debt.





In
November 2006, the Company issued a total of 1,250,000 shares of its rule 144
common stock in consideration for investor relations services.





In
January 2007, the Company issued 50,000 shares of its rule 144 common stock as
additional consideration on a $50,000 loan (See Note 5).





In
February 2007, the Company issued 750,000 shares of its rule 144 common stock in
consideration for consulting agreement Services valued at $93,375 based upon the
market price of shares on date of issuance.





In March
2007, the Company issued 2,200,000 shares of its common stock in consideration
for the cancellation of $4,400 of indebtedness (See Note 5). The aggregate fair
value of the shares issued was $286,000; accordingly, the Company recorded a
$281,600 loss on settlement of debt.  These shares cannot be sold in
the U.S. market for five years.





In April
2007, the Company issued 1,266,667 shares of its common stock in exchange for
the cancellation of $3,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $135,533 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In April
2007, the Company issued 2,200,000 shares of its common stock in exchange for
the cancellation of $4,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $237,200 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 1,400,000 shares of its common stock in consideration
for consulting services. The services were valued at $182,000, which was based
on the market value of the shares on date of issuance.





In June
2007, the Company issued 50,000 shares of its common stock in consideration for
extending the due date of a note payable.  The shares were valued at
$9,500, which was based on the market value of the shares on date of
issuance.





In June
2007, the Company issued 1,833,333 shares of its common stock in exchange for
the cancellation of $5,500 of indebtedness due on certain convertible
debentures. The company recognized a loss of $397,833 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 8,800,000 shares of its common stock in exchange for
the cancellation of $4,400 of indebtedness due on certain convertible
debentures. The company recognized a loss of $2,481,600 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 1,000,000 shares of its common stock in consideration
for consulting services. The services were valued at $190,000, which was based
on the market value of the shares on date of issuance.





In July,
2007, the Company issued 53,571 shares of its common stock in payment of wages
earned.  The shares were valued at $15,000, which was based on the
market value of the shares on date of issuance.





In July
2007, the Company issued 300,000 shares of its common stock in accordance with
an employment agreement on time stock grant.  The shares were valued
at $84,000, which was based on the market value of the shares on the date of
issuance.





In August
2007, the Company issued 3,900,000 shares of its common stock in exchange for
the cancellation of $11,700 of indebtedness due on certain convertible
debentures.  The Company recognized a loss of $667,967 on the
conversion. These shares cannot be sold in the U.S. market for five
years.





In
September 2007, the Company issued 7,900,000 shares of its common stock in
exchange for the cancellation of $23,700 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,624,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.





In
September 2007, the Company issued 100,000 shares of its common stock in
consideration for consulting services.  The services were valued at
$9,000, which was based on the market value of the shares on the date of
issuance.





In
September 2007, the Company issued 202,500 shares of its common stock in
exchange for the cancellation of $19,737 of indebtedness due on certain accounts
payable.  The Company recognized a loss of $23,576 on the
issuance.





In
September 2007, the Company issued 37,500 shares of its common stock in
consideration for legal services.  The services were valued at $8,438,
which was based on the market value of the shares on the date of
issuance.





In
October 2007, the Company issued 500,000 shares of its common stock for five
units in the Rick Newell Agreement.  See Note 4.





In
November 2007, the Company issued 8,000,000 shares of its common stock in
exchange for the cancellation of $24,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $2,088,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.





In
November 2007, the Company issued 300,000 shares of its common stock for three
units in the Rick Newell Agreement.  See Note 4.





In
November 2007, the Company issued 100,000 shares of its common stock in payment
of a loan fee.  The loan fee was valued at $22,000, which was based on
the market value of the shares on the date of issuance.





In
December 2007, the Company issued 1,500,000 shares of its common stock in
exchange for the consulting services.  The services were valued at
$247,500, which was based on the market value of the shares on the date of
issuance.





In
December 2007, the Company issued 6,000,000 shares of its common stock in
exchange for the cancellation of $3,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $897,000 on
the conversion. These shares cannot be sold in the U.S. market for five
years.





In
December 2007, the Company issued 150,000 shares of its common stock for one and
one-half units in the Rick Newell Agreement.  See Note 4.





In
December 2007, the Company issued 343,750 shares of its common stock in payment
of $55,000 of salary owed to one executive.





18
 Table of Contents




Stock
Warrants





At
December 31, 2007, there were total warrants outstanding to purchase 1,425,000
shares of rule 144 common stock at $0.50, and 4,425,000 shares of common stock
at $1.00. The expiration dates of the warrants vary from July 31, 2007 to August
30, 2010.  During the nine months ended December 31, 2007, the Company
issued an extension for certain warrants and accordingly, recorded an expense of
$35,767 associated with the expiration of the warrants.  Also during
the nine months ended December 31, 2007 the Company issued 3,000,000 warrants,
included above, and accordingly recorded an expense of $12,550 associated with
the amortization of these warrants over their respective life. At December 31,
2007, warrants to purchase 1,425,000 shares of common stock at $.50 per share
and warrants to purchase 1,425,000 shares of common stock at $1.00 per share
expired.





Employee
Stock Option Plan





On March
25, 2005, the Company established a stock option plan for officers, directors,
employees and consultants. Under the plan, certain options issued will
constitute “Incentive Stock Options” within the meaning of section 422A of the
Internal Revenue Code, and other options issued will be deemed nonstatutory. The
Company’s Board of Directors is responsible for the plan and the granting of the
options.  The number of common shares reserved to be issued through
the plan is 3,000,000. Options are exercisable for as period up to ten years
from the date of grant. The Company’s Board of Directors decides the actual term
of each option. Options granted to employees are subject to a vesting schedule
based upon the number of years of continuous service that the employee has with
the Company from the grant date of the respective option. After three years of
continuous service from the date of grant, the respective options held by an
employee are fully vested. The price for shares issued through the exercise of
incentive stock options are at fair market value for all employees with the
exception of employees who are significant shareholders, who will pay no less
than 110% of market value. The price for shares issued through the exercise of
nonstatutory options shall be decided by the Company’s Board, but at a price no
less than 100% of the shares market value at date of grant.





On March
28, 2007, the Company granted stock options for a total of 3,000,000 common
shares. The options were issued to its management and its employee under its
2005 Stock Option Plan. The options are exercisable any time through March 27,
2012 at a price of $.09 per share. The agreements limit the amount of shares
exercised per holder in any year to 100,000. These options were valued using the
Black-Scholes option pricing model using the following assumptions: term
of 5 years, a risk-free interest rate of 4.50%, a dividend yield
of 0% and volatility of 139%.  Compensation recognized on
the above option grants was $215,500 which will be charged to operations over
the next five years.  For the three and nine months ended December 31,
2007, amortization of the options was $10,775 and $32,325
respectively.





On March
28, 2007, the Company granted a consultant options to purchase 200,000 shares of
its common stock at a price of $0.10 per share, the option expires on March 27,
2010.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 3 years, a risk-free
interest rate of 4.49%, a dividend yield of 0% and volatility
of 139%. . Compensation recognized on the above option grant was $13,940
which was charged to operations at March 31, 2007,





On April
13, 2007, the Company granted a consultant options to purchase 200,000 shares of
its common stock at a price of $0.10 per share, the option expires on April 12,
2010.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 3 years, a risk-free
interest rate of 4.71%, a dividend yield of 0% and volatility
of 164%. Compensation recognized on the above option grant was $17,100
which was charged to operations during the nine months ended December 31,
2007,





On June
7, 2007, the Company granted a consultant options to purchase 1,000,000 shares
of its common stock at a price of $0.28 per share, the option expires on June 7,
2012.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 5 years, a risk-free interest
rate of 4.71%, a dividend yield of 0% and volatility of
164%.  Compensation recognized on the above option grant was $262,200
which will be charged to operations over the next five years.  For the
three and nine months ended December 31, 2007, amortization of the options was
$13,110 and $26,220.





19
 Table of Contents





Note
10. Related Parties





Stock
Options





The
Company had granted stock options to related parties to purchase shares of the
Company common stock. As of December 31, 2007, the 4,000,000 stock options
outstanding were all issued to related parties (see Note 7).





Noncash
Transactions





For the
three months ended December 31, 2007 and 2006, the Company accrued $30,000 and
$18,000, respectively, for compensation due its officers for services rendered.
For the nine months ended December 31, 2007 and 2006, the Company accrued
$105,000 and $54,000, respectively, for compensation due its officers for
services rendered. The balances due to these officers at December 31, 2007
totaled $397,000.








Note
11. Subsequent Events





In
January 2008, the Company issued 100,000 shares of its common stock for one unit
in the Rick Newell Agreement.  See Note 5.





In
January 2008, the Company agreed to convert the $250,000 promissory note from
Buccaneer Energy Corporation into 50% ownership in Bowie Energy, LLC. See Note
3.





On
January 28, 2008, the Company issued 5,000,000 warrants to unrelated parties for
services rendered. The warrants are exercisable immediately at a price of $0.25
per share.  The expiration dates of the warrants vary from January 18,
2013 to January 24, 2013.





On
January 10, 2008, the Company formed Wildcat Energy Corp., a Nevada Corporation
(“Wildcat”).  Wildcat Energy Corp., is a wholly owned subsidiary of
Platina Energy Group, Inc. (collectively, the "Company") and entered into an
Agreement of Sale and Purchase (the "Agreement") with Energas Resources, Inc.
("Energas"), TGC, Inc., a wholly-owned subsidiary of Energas, ("TGC") and AT Gas
Gathering Systems, Inc., a wholly-owned subsidiary of Energas ("ATG")( Energas,
TGC and ATG collectively, "Energas Resources") with the transactions set forth
in the Agreement also closing on January 17, 2008 effective as of January 1,
2008. Pursuant to the Agreement, Energas Resources sold to the Company (i) all
of the Energas Resources properties and interests, producing and non-producing,
owned by Energas Resources as listed in the Agreement (ii) all right title and
interest of Energas Resources in oil, gas and mineral leases, subleases,
easements, farmout agreements, royalty agreements, overriding royalty
agreements, and/or net profit interest agreements in 11 properties located in
Laurel County, Kentucky and 10 properties in Whitley County, Kentucky as
described in the Agreement, (iii) the interests of Energas Resources in certain
property located in Laurel and Whitley Counties, Kentucky including but not
limited to wells, approximately 9 miles of natural gas transmission line and
gathering system facilities, compressor station and De-Hy Unit and other
personal property as further described in the Agreement and (iv) all regulatory
permits, licenses and authorizations relating to the purchased assets. The
purchase price for the foregoing assets is $2,300,000 of which $100,000 was paid
at the closing and $2,200,000 was paid by the Company executing a 7 1/2 %
interest non recourse promissory note (the "Note") secured by the assets
transferred to the Company. The Note further provides that the Company pay
Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and
commencing October 1, 2008, quarterly payments of interest only until January 1,
2010 when all outstanding principal and accrued but unpaid interest is due in
full.





On
January 17, 2008, Platina Energy Group, Inc. ("Platina") also entered into an
Agreement for Sale and Purchase of Oil and Gas Properties (the "Wyoming
Agreement") with Energas with the transactions set forth in the Wyoming
Agreement also closing on January 17, 2008. Pursuant to the Wyoming Agreement,
Platina purchased a 26% working interest in the Rusty Creek Prospect in Niobrara
County, Wyoming, which includes the Finley #1 and Finley #2 producing wells and
Finley #4, TA with existing production of approximately 11 barrels of oil per
day, plus leases of oil and gas rights on 1,760.11 acres and various personal
property for a purchase price ,all of which was paid at closing, of (i) $233,379
(ii) warrants to purchase 2,500,000 shares of Platina's common stock at $.25 per
share which expire on January 17, 2010, (iii) $10,593 for its participation in
the workover of the Finley #1 and (iv) $111,896 for its participation in the
deepening of the Finley #2.





On
January 8, 2008, the Company acquired a 44% working interest in the Golf #1
Well, and the assignment of the Jack Goff and Cumberland College leases which
comprises approximately 838 acres for a total purchase price of
$10,000.





On
January 25, 2008, the Company paid a total of $179,658 in principal and interest
to La Jolla for payment in full of the convertible debenture dated October 16,
2007.  No further obligation is due under this agreement. See Note 6,
Agreement #3.





20
 Table of Contents





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





THIS
FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT
OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE
HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. 
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. 
THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. THE FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.





THE
ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE
FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO
UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER
CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT.  TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND NEITHER THE COMPANY NOR
MANAGEMENT ASSUMES ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING
STATEMENTS.





Critical
Accounting Policies





Our
Management's Discussion and Analysis or Plan of Operation section discusses our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources, accruals for other costs, and the
classification of net operating loss and tax credit carry forwards between
current and long-term assets. These accounting policies are more fully described
in the notes to the financial statements included in our Annual Report on Form
10-KSB for the fiscal year ended March 31, 2007.





The first
critical accounting policy relates to revenue recognition. The Company
recognizes income from its oil and gas sales when title passes on the sale of
the related product.





The
second critical accounting policy relates to the valuation of non-monetary
consideration issued for services rendered. The Company values all services
rendered in exchange for its common stock at the quoted price of the shares
issued at date of issuance or at the fair value of the services rendered, which
ever is more readily determinable. All other services provided in exchange for
other non-monetary consideration is valued at either the fair value of the
services received or the fair value of the consideration relinquished, whichever
is more readily determinable.





The third
critical accounting policy relates to the valuation of the Company's long-term
assets. The Company accounts for its long-lived assets in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
No. 144 requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the historical cost carrying
value of an asset may no longer be appropriate. The Company assesses
recoverability of the carrying value of an asset by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If
the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset's carrying
value and fair value or disposable value.





The
fourth critical accounting policy relates to the accounting of the Company's oil
and gas activities. The Company follows the full cost method of accounting for
crude oil and natural gas properties. Under this method, all direct costs and
certain indirect costs associated with acquisition of properties and successful
as well as unsuccessful exploration and development activities are capitalized.
Depreciation, depletion, and amortization of capitalized crude oil and natural
gas properties and estimated future development costs, excluding unproved
properties, are based on the unit-of-production method based on proved
reserves.





The fifth
critical accounting policy relates to the valuation of the modified terms of its
convertible debt. The Company considers the modified conversion terms to be an
inducement offer pursuant to FSAB No. 84. Therefore, each conversion is valued
separately and a gain or loss on the difference between the debt cancelled and
the market value of the shares issued on the conversion is recognized into
operations.





The six
critical accounting policy is our accounting for conventional convertible debt.
When the convertible feature of the conventional convertible debt provides for a
rate of conversion that is below market value, this feature is characterized as
a beneficial conversion feature ("BCF"). We record a BCF as a debt discount
pursuant to EITF Issue No. 98-5 ("EITF 98-05"), "Accounting for Convertible
Securities with Beneficial Conversion Features or Contingency Adjustable
Conversion Ratio," and EITF Issue No. 00-27, "Application of EITF Issue No. 98-5
to Certain Convertible Instruments." In those circumstances, the convertible
debt will be record net of the discount related to the BCF. We amortize the
discount to interest expense over the life of the debt using the effective
interest method.





21
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Overview





Platina
Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally
incorporated on January 19, 1988. The Company went through several previous
unrelated transactions involving other businesses that have subsequently been
divested. A further subsequent restructure of the Company on June 15, 2005
resulted in the name change to Platina Energy Group, Inc. As part of this
restructure, the Company acquired technology representation rights and certain
marketing licenses to a proprietary thermal pulsing pump which will be utilized
in the oil and gas industry.





Subsequent
to this endeavor with the TPU (Thermal Pulse Unit) technology, the Company
initiated efforts in seeking possible acquisitions of oil and gas properties
that in management's opinion would provide revenue and profit generating
opportunities. Pursuant to management's goal of acquiring said properties,
management identified several potential candidates and on October 12, 2006, the
Company issued 3,600 shares of its Series C Preferred Stock in exchange for an
option to acquire certain oil and gas leases in Lloyd and Briscoe Counties,
Texas.





On
October 27, 2006, the Company entered into an agreement to purchase an oil and
gas lease for thirty to thirty five drilling locations on approximately 1,600
acres in the Devonian Black Shale formation located in the Appalachian Basin in
East Tennessee (said lease prospects are contained in the P Hawkins Gas
Project). An engineering report produced by an independent Petroleum Engineer
states that the production in the P Hawkins Gas Project area comes from the
Devonian Black Shale which has had significant proven commercial reserves.
However, there can be no assurance that our leases will be determined to have
commercially proven reserves or that the development of the wells on the leases
or the production there from will prove profitable. In consideration for the
assets purchased, the Company agreed to issue 22,500 shares of its Series B
Preferred Stock to seller. The closing of the transaction was January 8,
2007.





In
October 2006, the Company entered into an agreement with West Texas Royalties to
purchase oil and gas lease options to certain oil and gas leases situated on
3,600 acres in Floyd and Briscoe Counties, Texas. The option was to expire in
January 2007, but the Company paid $54,000 to extend the option period. In April
2007, the Company issued 12,464 shares of its Series B Preferred Stock to
further extend the option through August 1, 2007.





In
November 2006, the Company entered into an asset purchase agreement with West
Texas Royalties to purchase a 75% working interest in oil and gas leases located
on 372 acres in Young County, Texas. Additionally, the purchase agreement
provided oil and gas lease options on approximately 20,000 gross acres located
in Palo Duro Basin, Texas. The Company is in the process of obtaining
engineering reports for said acreage in the Palo Duro Basin, and no assurance
can be given that the reports will result in commercially viable proved
reserves.





In June
2007, the Company issued 6,500 of its Class B convertible preferred stock and
paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining
25% of the working interest in the oil and gas leases located in Young County,
Texas. In May 14, 2007 the Company signed a memorandum agreement (Agreement)
with Zone Petroleum, LLC (Zone), a Wyoming corporation to fund the development
of its Young County prospect. Pursuant to the agreement, Zone is granted an
exclusive for the Young County prospect as long as Zone is able to fund the
development of 35 wells over an 18 month period based on a turnkey agreement of
$50,000 per well. Once Zone has performed by commissioning 35 wells in an 18
month period, the exclusivity is non-revocable. As discussed above, in June,
2007. The Company acquired the remaining balance of the working interest in its
Young County, Texas prospect in order to facilitate its agreement with Zone
Petroleum LLC. Under the agreement with Zone Petroleum, it will receive a 75%
working interest with Platina retaining the remaining 25% working interest.
Under the agreement, the Company will receive an operating fee of 10% to 15%,
subject to negotiation. During the three months ended June 30, 2007, the Company
received $35,500 from Zone and received an additional $25,000 last year relating
to this agreement. Drilling activity began on the Young County prospect at the
end of the first quarter 2007. The Company has struck oil with its first well,
however no assurance can be given as to the resulting production of said well,
or the future performance of this prospect with respect to its development or
subsequent profitability thereof.





In June
2007, the Company issued 61,091 of its Class A convertible preferred stock in
exchange for a 75% working interest in oil and gas leases for Palo Duro Basin
located in Hale County, Texas from West Texas Royalties, Inc.





In June
of 2007, Platina Exploration Corp. was formed in the state of Nevada as a wholly
owned subsidiary to Platina Energy Group, Inc. Mr. Chip Langston was elected as
the CEO immediately following the incorporation of Platina Exploration Corp.
Further, Mr. Langston was elected to the Board of Directors of Platina Energy
Group, Inc. on June 7, 2007. Mr. Langston has an extensive financial background
relating to the acquisition and funding of oil and gas projects, and will
immediately begin devoting time to the development of Platina Exploration
Corp.





In July,
2007, the Company issued 53, 571 shares of its common stock in payment of wages
earned. The shares were valued at $15,000, which was based on the market value
of the shares on date of issuance.





In July
2007, the Company issued 300,000 shares of its common stock in accordance with
an employment agreement on time stock grant. The shares were valued at $84,000,
which was based on the market value of the shares on the date of
issuance.





In August
2007, the Company issued 3,900,000 shares of its common stock in exchange for
the cancellation of $11,700 of indebtedness due on certain convertible
debentures. The Company recognized a loss of $667,967 on the
conversion.





In
September 2007, the Company issued 6,900,000 shares of its common stock in
exchange for the cancellation of $20,700 of indebtedness due on certain
convertible debentures. The Company recognized a loss of $1,430,600 on the
conversion.





In
September 2007, the Company issued 1,100,000 shares of its common stock in
consideration for consulting services. The services were valued at $214,000,
which was based on the market value of the shares on the date of
issuance.





In
September 2007, the Company issued 202,500 shares of its common stock in
exchange for the cancellation of $19,737 of indebtedness due on certain accounts
payable. The Company recognized a loss of $23,576 on the issuance.





As of
November 13th, 2006 the Company's corporate headquarters is located on 1807
Capitol Ave. Suite 101 - I, Cheyenne, WY 82001





22
 Table of Contents




RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006





Revenues





Revenues
for the three months ended December 31, 2007 were $48,000 compared to $7,500 for
the same period in 2006.  The primary source of revenues for the three
months ending December 31, 2007 was from the sale of oil and gas
production.  This relatively dramatic growth in oil and gas revenues
represents the initial results of the Company’s extensive re-work and other
development efforts that begun earlier in 2007.  Management is
optimistic that future revenues from the sale of products will continue to
increase exponentially as the result of the increasing operational activities of
the Company.





Operating
Expenses





Operating
expenses totaled $701,759 for the three months ended December 31, 2007 and
$224,985 for the same period of 2006.  This increase of $476,774 for
the three months ended December 31, 2007 from the comparable period in 2006 is
primarily the result of an increase of $260,049 in the general and
administrative expenses and $198,750 in non-cash consulting fees. These
increases in expenses are primarily the direct result of the ramp up of
overall operational activities.





Other
Income (Expense)





The
“non-cash” losses from “Other Income and Expenses” for the three months ended
December 31, 2007 was $4,763,825 compared to $42,994 for the same period in
2006.  This increase was due primarily to an increase in changes in
Fair value of derivative liability of $1,483,810 and an increase in loss on
conversion of debt to equity of $2,944,988. The Company
incurred i nterest
expense for the three months ended December 31, 2007 of $310,138 as
compared to $74,985 for the same period of 2006.




RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2007 AND 2006





Revenues





Revenues
for the nine months ended December 31, 2007 were $58,026 compared to $7,400 for
the same period in 2006. The primary source of revenues was from the sale of oil
and gas production.  This relatively modest growth in oil and gas
revenues represents the initial results of the Company’s extensive re-work and
other development efforts that begun earlier in
2007.  Management believes that future revenues from the sale of
products will continue to increase as the result of the increasing operational
activities of the Company. But no assurance can be given with respect to
revenues or profits.





Operating
Expenses





Operating
expenses for nine months ended December 31, 2007 were $1,764,633 as compared to
$344,056 for the same period of 2006.  This represents an increase in
operating expenses of $1,420,577 over the comparable period in
2006.  This increase was primarily the result of increases in two
categories, general and administrative expenses and non-cash consulting fees.
General and administrative expenses increased were $671,383 for the nine months
ended December 31, 2007 representing a $466,325 increase over the comparable
period for 2006.  Consulting fees, non-cash expenses were $984,821 for
the nine months ended December 31, 2007 compared to $150,000 for the same period
in 2006. This represents an $834,821 increase over the comparable period of
2006.


Other
Income (Expense)





The
non-cash losses from “Other Income and Expenses” for the nine months ended
December 31, 2007 was $10,398,129 compared to $70,171 for the same period in
2006.  This increase of loss was due primarily to an increase in
changes in fair value of derivative liability of $1,483,810 and an increase in
loss on settlement of debt of $8,513,297.  Interest expense for the
period was $376,133 compared to $42,159 for the same period of
2006.  This represents an increase of $295,246 for the interest
expense category.




23
 Table of Contents




Liquidity
and Capital Resources


As of
December 31, 2007, the Company's current assets totaled $1,546,330, consisting
of $1,268,207 in cash accounts, $253,123 in notes receivable and prepaid
expenses totaling $25,000. which consisted of the value of the Company's common
stock issued for future services. The Company also had oil and gas leases and
options with a book value of $1,1,729,379, equipment with a net book value of
$40,988, and licensing rights of $210,982, net of amortization. Total assets at
December 31, 2007 amounted to $3,527,689.
 
 As of
December 31, 2007, the Company had current liabilities of $4,457,864 consisting
of accrued accounts payable of $84,679, compensation to officers of $397,000,
derivative liabilities of $2,601,457, and notes payable of $1,374,828
combined.  The Company had no long term liabilities.
 
 As of
December 31, 2006, the Company's had current assets of $50,410.  This
consisted of  equipment with a net book value of $50,410, Other assets
consisting of licensing rights of $2260,625, net of amortization. Total assets
at December 31, 2006 amounted to $343,435.
 
 As of
December 31, 2006, the Company had current liabilities of $1,024,842 consisting
of $53,939 in accounts payable and accrued
expenses,  and  accrued compensation to officers of
$3329,000 and notes payable of $641,894.  The Company had no long term
liabilities.
  With
respect to the financial condition beyond December 31, 2007 the Company will
need access to additional funding to meet operating requirements. Access to
funding may come from joint venture opportunities, debt, stock placement or sale
of assets. Accordingly, the Company does not expect to be able to fund
operations from internally generated funds until such time as its new E & P
(exploration and production) business strategy can be funded and implemented. As
of the date of this audit Company had no material commitments for any additional
financing, and there can be no assurance that any such commitments would be
obtained on favorable terms, if at all.


Plan
of Operation




The
Company has previously maintained its operations through debt financing and from
the sale of rule 144 stock and advances from related and unrelated parties. The
Company plans to provide for its future financing needs through debt and equity
financing as well as strategic joint venture alliances. Over the next twelve
months the Company plans to continue its efforts in forming joint venture
alliances as well as other potential avenues to extinguish debt if and have
access to strategic capital pools. Actual losses attributed to operations for
the first quarter were negligible and in line with internal
projections.
 
 Although
management is cautiously optimistic about its progress for a resolution to
financing needs based on certain subsequent events to this quarterly report, no
assurances can be made that its strategic alliances or joint venture partners
will continue with their commitments to the Company. Adverse market conditions,
reductions in oil and gas energy prices and limited access to the capital
markets can also adversely impact the Company and its progress as a going
concern.
 
 Future
equity capital raises or share exchange for debt may be accretive or dilutive to
stockholders, and debt financing, if available, may involve restrictive
covenants with respect to dividends, raising capital and other financial and
operational matters which could further restrict operations or finances. If the
Company is unable to obtain additional financing as strategically needed, it may
be required to reduce the scope of operations for anticipated expansion, which
could have a material adverse effect on business, results of operations and
financial condition.
 
 The
Company began drilling activities at the end of the first fiscal quarter of 2007
in Young County, Texas and having struck oil with its first well, the Company
expects to book limited revenues from oil production in the second quarter
ending September 31, 2007. The Company subsequently renegotiated a joint venture
financing arrangement providing for the drilling of 35 wells over and 18 month
period and is now replotting the field for a new potential technological
advantage for water flood and drilling activities.
 
 The
Company’s Appalachian project began activities in the second fiscal quarter
ending September 31, 2007 and has subsequently drilled and completed two
successful wells waiting connection to the pipeline on the
property.  Additional drilling will commence in the last fiscal
quarter beginning January of 2008.
 
 In
addition to paving the way for the following quarter of fiscal 2007, the Company
also entered into agreements to acquire interests in other fields and ongoing
operations that it anticipates to announce and close before fiscal year
end.  The Company also owns lease acreage in the Dalo Duro Basin that
is awaiting further engineering data for evaluation.
 
 On
October 26, 2007, the Company utilized the funds received from a La Jolla
Capital Loan that was subsequently paid off in the subsequent quarter for loan
to enhance production on
properties that it has rights to interests in.  The amount of the loan
proceeds were $250,000.
  On
October 29, 2007 Platina Energy Group, Inc. (the "Company") through its wholly
owned subsidiary, Platina Exploration Corporation, entered into a PropertySale and
Joint Venture Agreement (the "Rick Newell Agreement") with Buccaneer Energy
Corporation ("Buccaneer"). The Rick Newell Agreement provides for a Joint
Venture by the Company with Buccaneer for a one half (1/2) interest in the Rick
Newell Salt WaterDisposal
Project located in Oklahoma that consists of one (1) producing oil well (Rick
#1) currently producing approximately four (4) barrels of oil per day, one (1)
salt water disposal well (the Newell #2) and a number of wells which are to be
recompleted and
dispose of the salt water on the lease in the Newell #2 well. Pursuant to the
Rick Newell Agreement, the Company is to pay to Buccaneer a total consideration
of $455,138. The Company anticipates selling a forty percent (40%) interest in
the Rick #1and Newell
#2 wells and a fifteen percent (15%) interest in the remaining non-operating
wells of the Rick Newell Salt Water Disposal Project to various third party
investors and retaining a ten percent (10%) and thirty five percent (35%)
interest, respectfully in
such wells.
  The
Company subsequently raised capital through joint venture partners diluting its
interest but removing cash requirements for development and well bore interests
were assigned allowing Platina and small  overriding
interest.
  The
Company
entered into subsequent events through PEC acquiring interests in other
assets,the
Rick Newell Agreement and the Oklahoma Agreement which further provide that
Buccaneer (a jv partner) and the Company will be equal partners in future
operations with Buccaneer's wholly owned subsidiary, Buccaneer Energy L.L.C.
being the operator of projects located in Oklahoma, Bowie Operating Company
("Bowie"), a newly formed Texas operator being the operator of all other
projects except that pursuant to an oral agreement, Bowie will also be the
Operator of the Newell #2 upon completion of bonding in Oklahoma, with all
operations to be at cost, plus normal Model 610 Operating Agreement COPUS
drilling, completion and operating overhead reimbursement
fees.
  24
 Table of Contents
  Subsequent
Events





In
January 2008, the Company issued 100,000 shares of its common stock for one unit
in the Rick Newell Agreement.  See Note 5.





In
January 2008, the Company agreed to convert the $250,000 promissory note from
Buccaneer Energy Corporation into 50% ownership in Bowie Energy, LLC. See Note
3.





On
January 28, 2008, the Company issued 5,000,000 warrants to unrelated parties for
services rendered. The warrants are exercisable immediately at a price of $0.25
per share.  The expiration dates of the warrants vary from January 18,
2013 to January 24, 2013.





On
January 10, 2008, the Company formed Wildcat Energy Corp., a Nevada Corporation
(“Wildcat”).  Wildcat Energy Corp., is a wholly owned subsidiary of
Platina Energy Group, Inc. (collectively, the "Company") and entered into an
Agreement of Sale and Purchase (the "Agreement") with Energas Resources, Inc.
("Energas"), TGC, Inc., a wholly-owned subsidiary of Energas, ("TGC") and AT Gas
Gathering Systems, Inc., a wholly-owned subsidiary of Energas ("ATG")( Energas,
TGC and ATG collectively, "Energas Resources") with the transactions set forth
in the Agreement also closing on January 17, 2008 effective as of January 1,
2008. Pursuant to the Agreement, Energas Resources sold to the Company (i) all
of the Energas Resources properties and interests, producing and non-producing,
owned by Energas Resources as listed in the Agreement (ii) all right title and
interest of Energas Resources in oil, gas and mineral leases, subleases,
easements, farmout agreements, royalty agreements, overriding royalty
agreements, and/or net profit interest agreements in 11 properties located in
Laurel County, Kentucky and 10 properties in Whitley County, Kentucky as
described in the Agreement, (iii) the interests of Energas Resources in certain
property located in Laurel and Whitley Counties, Kentucky including but not
limited to wells, approximately 9 miles of natural gas transmission line and
gathering system facilities, compressor station and De-Hy Unit and other
personal property as further described in the Agreement and (iv) all regulatory
permits, licenses and authorizations relating to the purchased assets. The
purchase price for the foregoing assets is $2,300,000 of which $100,000 was paid
at the closing and $2,200,000 was paid by the Company executing a 7 1/2 %
interest non recourse promissory note (the "Note") secured by the assets
transferred to the Company. The Note further provides that the Company pay
Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and
commencing October 1, 2008, quarterly payments of interest only until January 1,
2010 when all outstanding principal and accrued but unpaid interest is due in
full.





On
January 17, 2008, Platina Energy Group, Inc. ("Platina") also entered into an
Agreement for Sale and Purchase of Oil and Gas Properties (the "Wyoming
Agreement") with Energas with the transactions set forth in the Wyoming
Agreement also closing on January 17, 2008. Pursuant to the Wyoming Agreement,
Platina purchased a 26% working interest in the Rusty Creek Prospect in Niobrara
County, Wyoming, which includes the Finley #1 and Finley #2 producing wells and
Finley #4, TA with existing production of approximately 11 barrels of oil per
day, plus leases of oil and gas rights on 1,760.11 acres and various personal
property for a purchase price ,all of which was paid at closing, of (i) $233,379
(ii) warrants to purchase 2,500,000 shares of Platina's common stock at $.25 per
share which expire on January 17, 2010, (iii) $10,593 for its participation in
the workover of the Finley #1 and (iv) $111,896 for its participation in the
deepening of the Finley #2.





On
January 8, 2008, the Company acquired a 44% working interest in the Golf #1
Well, and the assignment of the Jack Goff and Cumberland College leases which
comprises approximately 838 acres for a total purchase price of
$10,000.





On
January 25, 2008, the Company paid a total of $179,658 in principal and interest
to La Jolla for payment in full of the convertible debenture dated October 16,
2007.  No further obligation is due under this agreement. See Note 6,
Agreement #3.





Management
has worked aggressively in the second and third quarters to position the company
for potential significant future growth through acquisitions and joint ventures,
including an income strategy that can be offset by much of the tax loss carry
forwards. The Company also anticipates strategic further debt reductions that
will substantially enhance its net income after tax. Actual losses from
operations have been relatively small in comparison to other competitors. With a
minimal staff of full time employees and modest office overhead, the Company has
positioned itself for optimal operational bottom lines as revenues
grow.





Known
Risks and Seasonality and Trends





The
Company does not expect to be sensitive to seasonal fluctuation.  The
Company is however, affected by fluctuations in crude oil and natural gas
pricing, as well as the pricing of competitive technologies.  Risks include
the potential for the development of displacement technologies which may be
considered a better or more feasible solution for oil and gas recovery. 
Risks associated with oil and gas recovery, drilling and exploration are
many.  These would include: price fluctuations; drilling rig access because
of demand; contractor problems; logistical complications; and more.





Liability for the Company's
Services





Liability
issues affecting the Company would be similar to those in the oil and gas
service industry (see "Government Regulations and Legal uncertainties") as well
as those that might result in expanded distribution of its access to recovery
technology which may also have set backs or complications currently
unknown.




25
 Table of Contents





PART
II - OTHER INFORMATION








ITEM 1. LEGAL PROCEEDINGS


None.








ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





In April
2006, the Company issued a total of 1,225,000 rule 144 shares of its common
stock in exchange for $61,250.





In April
2006, Clark returned the 2,025,000 shares of the Company’s common stock as
required in the April 5, 2006 settlement agreement (See Note 3). These shares
were subsequently cancelled by the Company.





In
October 2006, the Company issued a total of 700,300 shares of its rule 144
common stock in payment of debt to a note holder in the amount of $35,015 (see
Note 4).  The aggregate fair value of the shares issued was $63,027;
accordingly, the Company recorded a $28,012 loss on settlement of
debt.





In
November 2006, the Company issued a total of 1,250,000 shares of its rule 144
common stock in consideration for investor relations services.





In
January 2007, the Company issued 50,000 shares of its rule 144 common stock as
additional consideration on a $50,000 loan (See Note 5).





In
February 2007, the Company issued 750,000 shares of its rule 144 common stock in
consideration for consulting agreement Services valued at $93,375 based upon the
market price of shares on date of issuance.





In March
2007, the Company issued 2,200,000 shares of its common stock in consideration
for the cancellation of $4,400 of indebtedness (See Note 5). The aggregate fair
value of the shares issued was $286,000; accordingly, the Company recorded a
$281,600 loss on settlement of debt.  These shares cannot be sold in
the U.S. market for five years.





In April
2007, the Company issued 1,266,667 shares of its common stock in exchange for
the cancellation of $3,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $135,533 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In April
2007, the Company issued 2,200,000 shares of its common stock in exchange for
the cancellation of $4,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $237,200 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 1,400,000 shares of its common stock in consideration
for consulting services. The services were valued at $182,000, which was based
on the market value of the shares on date of issuance.





In June
2007, the Company issued 50,000 shares of its common stock in consideration for
extending the due date of a note payable.  The shares were valued at
$9,500, which was based on the market value of the shares on date of
issuance.





In June
2007, the Company issued 1,833,333 shares of its common stock in exchange for
the cancellation of $5,500 of indebtedness due on certain convertible
debentures. The company recognized a loss of $397,833 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 8,800,000 shares of its common stock in exchange for
the cancellation of $4,400 of indebtedness due on certain convertible
debentures. The company recognized a loss of $2,481,600 on the conversion. These
shares cannot be sold in the U.S. market for five years.





In June
2007, the Company issued 1,000,000 shares of its common stock in consideration
for consulting services. The services were valued at $190,000, which was based
on the market value of the shares on date of issuance.





In July,
2007, the Company issued 53,571 shares of its common stock in payment of wages
earned.  The shares were valued at $15,000, which was based on the
market value of the shares on date of issuance.





In July
2007, the Company issued 300,000 shares of its common stock in accordance with
an employment agreement on time stock grant.  The shares were valued
at $84,000, which was based on the market value of the shares on the date of
issuance.





In August
2007, the Company issued 3,900,000 shares of its common stock in exchange for
the cancellation of $11,700 of indebtedness due on certain convertible
debentures.  The Company recognized a loss of $667,967 on the
conversion. These shares cannot be sold in the U.S. market for five
years.





In
September 2007, the Company issued 7,900,000 shares of its common stock in
exchange for the cancellation of $23,700 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,624,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.





In
September 2007, the Company issued 100,000 shares of its common stock in
consideration for consulting services.  The services were valued at
$9,000, which was based on the market value of the shares on the date of
issuance.





In
September 2007, the Company issued 202,500 shares of its common stock in
exchange for the cancellation of $19,737 of indebtedness due on certain accounts
payable.  The Company recognized a loss of $23,576 on the
issuance.





In
September 2007, the Company issued 37,500 shares of its common stock in
consideration for legal services.  The services were valued at $8,438,
which was based on the market value of the shares on the date of
issuance.





In
October 2007, the Company issued 500,000 shares of its common stock for five
units in the Rick Newell Agreement.  See Note 4.





In
November 2007, the Company issued 8,000,000 shares of its common stock in
exchange for the cancellation of $24,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $2,088,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.





In
November 2007, the Company issued 300,000 shares of its common stock for three
units in the Rick Newell Agreement.  See Note 4.





In
November 2007, the Company issued 100,000 shares of its common stock in payment
of a loan fee.  The loan fee was valued at $22,000, which was based on
the market value of the shares on the date of issuance.





In
December 2007, the Company issued 1,500,000 shares of its common stock in
exchange for the consulting services.  The services were valued at
$247,500, which was based on the market value of the shares on the date of
issuance.





In
December 2007, the Company issued 6,000,000 shares of its common stock in
exchange for the cancellation of $3,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $897,000 on
the conversion. These shares cannot be sold in the U.S. market for five
years.





In
December 2007, the Company issued 150,000 shares of its common stock for one and
one-half units in the Rick Newell Agreement.  See Note 4.





In
December 2007, the Company issued 343,750 shares of its common stock in payment
of $55,000 of salary owed to one executive.




In
January 2008, the Company issued 100,000 shares of its common stock for one unit
in the Rick Newell Agreement.  See Note 5.
 
 In
January 2008, the Company agreed to convert the $250,000 promissory note from
Buccaneer Energy Corporation into 50% ownership in Bowie Energy, LLC. See Note
3.
 
 On
January 28, 2008, the Company issued 5,000,000 warrants to unrelated parties for
services rendered. The warrants are exercisable immediately at a price of $0.25
per share.  The expiration dates of the warrants vary from January 18,
2013 to January 24, 2013.
   26




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 AND REPORTS








INDEX TO EXHIBITS





Exhibit Number
            
            Description31.1
            
            Rule
      13a-15(e)/15d-15(e) Certification.31.2
            
            Section
      1350 Certification.





SIGNATURES




In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


PLATINA
      ENERGY GROUP, INC.By
            
            /s/
      BLAIR J. MERRIAMBlair
      J. MerriamChief
      Executive Officer








27