----

----

|   | þ | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934for      the period ended December 31, 2007.                            |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                     |   |
|   | r      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE      ACT OF 1934for      the transition period from_____________to_____________. |   |

|   | Delaware                                                            |   | 84-1080043                                     |   |
|--------|---------------------------------------------------------------------|--------|------------------------------------------------|--------|
|   | (State      or other jurisdiction of incorporation or Organization) |   | (I.R.S.      Employer Identification No.)      |   |
|   |                                                                |   |                                           |   |
|   | 14850 MONTFORT      DR. SUITE 131, DALLAS, TX                  |   | 82001                                          |   |
|   | (Address      of principal executive offices)                       |   | (Zip      Code)                                |   |
|   |                                                                |   |                                           |   |
|   | Issuer’s      telephone number: (972) 458-9600           |   |                                           |   |
|   |                                                                |   |                                           |   |
|   | Securities      registered pursuant to Section 12(b) of the Act     |   |                                           |   |
|   |                                                                |   |                                           |   |
|   | Title      of each class                                            |   | Name      of each exchange on which registered |   |
|   | None                                                                |   | None                                           |   |

```
 
```

```
1TABLE OF CONTENTS
```

ITEM 1. FINANCIALSTATEMENTS

CONSOLIDATED BALANCESHEET

CONSOLIDATED STATEMENTSOF OPERATIONS

CONSOLIDATED STATEMENTOF CASH FLOWS

NOTES TO FINANCIALSTATEMENTS

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

ITEM 3. CONTROLS AND PROCEDURES

ITEM 1. LEGALPROCEEDINGS

ITEM 2. UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPONSENIOR SECURITIES

ITEM 4. SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5. OTHERINFORMATION

ITEM 6.EXHIBITS

SIGNATURES

EXHIBIT 31.1

EXHIBIT 32.1

----

Table of Contents

ITEM

|   | Financial Statements                                                                                                                                                      |   | Page                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|
|   |                                                                                                                                                                      |   |                      |
|   | Consolidated      Balance SheetAs      of December 31, 2007                                                                                                          |   | F-1                       |
|   |                                                                                                                                                                      |   |                      |
|   | Consolidated      Statements of OperationsFor      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-3             |
|   |                                                                                                                                                                      |   |                      |
|   | Consolidated      Statements of Cash FlowsFor      the Nine Months Ending Dec 31, 2007 and for the Period Jan. 9, 2007      through Dec 31, 2007                     |   | F-4 –      F-7 |

----

Table of Contents

CONSOLIDATED

| PLATINA      ENERGY GROUP, INC.            |                                                                |                                                                                            |                                                                                                                            |
|--------------------------------------------|---------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
| (An      Exploratory Stage Company)        |                                                                |                                                                                            |                                                                                                                            |
| CONSOLIDATED      BALANCE SHEET            |                                                                |                                                                                            |                                                                                                                            |
| (UNAUDITED)                                |                                                                |                                                                                            |                                                                                                                            |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   | December      31, |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   | 2007 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
| ASSETS                                     |                                                                |                                                                                            |                                                                                                                            |   |
|                                       | Current      assets                                                 |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | Cash                                                                                            |                                                                                                                            |   | $ |           1,268,207 |
|                                       |                                                                | Note      receivable                                                                            |                                                                                                                            |   |              253,123 |
|                                       |                                                                | Prepaid      expenses                                                                           |                                                                                                                            |   |                25,000 |
|                                       |                                                                |                                                                                            | Total      current assets                                                                                                       |   |   |           1,546,330 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
|                                       | Property      & equipment                                       |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | Oil      and gas properties, full cost method of accounting:                                    |                                                                                                                            |   |   |
|                                       |                                                                |                                                                                            | Unproven                                                                                                                        |   |   |           1,729,379 |
|                                       |                                                                | Other      property and equipment                                                               |                                                                                                                            |   |                40,998 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
|                                       | Other      assets                                                   |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | Intangible      asset subject to amortization                                                   |                                                                                                                            |   |              210,982 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   | $ |           3,527,689 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' DEFICIT |                                                                |                                                                                            |                                                                                                                            |
|                                       | Current      liabilities                                            |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | Accounts      payable and accrued expenses                                                      |                                                                                                                            | $ |                84,579 |
|                                       |                                                                | Accrued      compensation due officers                                                          |                                                                                                                            |   |              397,000 |
|                                       |                                                                | Derivative      liabilities                                                                     |                                                                                                                            |   |           2,601,457 |
|                                       |                                                                | Convertible      notes payable and accrued interest payable, net of discount of      $1,922,917 |                                                                                                                            |   |        131,046 |
|                                       |                                                                | Notes      payable to related parties                                                           |                                                                                                                            |   |              356,137 |
|                                       |                                                                | Notes      payable - other                                                                      |                                                                                                                            |   |              887,645 |
|                                       |                                                                |                                                                                            | Total      current liabilities                                                                                                  |   |   |           4,457,864 |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
| Commitments      and Contingencies         |                                                                |                                                                                            |                      - |
|                                       |                                                                |                                                                                            |                                                                                                                            |   |   |   |   |
| Stockholders'      deficit                 |                                                                |                                                                                            |                                                                                                                            |
|                                       | Preferred      stock, par value $.001, 20,000,000 shares authorized |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | 70,000      shares designated Series A, 61,091 shares issued and                                |                                                                                                                            |   |   |
|                                       |                                                                | outstanding.  Aggregate      liquidation preference of $0. One                        |                                                                                                                            |   |   |
|                                       |                                                                | share      of Series A preferred is convertible into 10 shares                                  |                                                                                                                            |   |   |
|                                       |                                                                | of      common stock.                                                                           |                                                                                                                            |   |                      61 |
|                                       | Preferred      stock, 100,000 shares designated Series B, 96,464    |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | shares      issued and outstanding.  Aggregate                                        |                                                                                                                            |   |   |
|                                       |                                                                | liquidation      preference of $9,646.                                                          |                                                                                                                            |   |                      96 |
|                                       |                                                                | One      share of Series B preferred is convertible                                             |                                                                                                                            |   |   |
|                                       |                                                                | into      100 shares of common stock.                                                           |                                                                                                                            |   |   |
|                                       | Preferred      stock, 10,000 shares designated Series C,            |                                                                                            |                                                                                                                            |                       4 |
|                                       |                                                                | 3,600      shares issued and outstanding                                                        |                                                                                                                            |   |   |
|                                       |                                                                | Aggregate      liquidation of $360.  One                                              |                                                                                                                            |   |   |
|                                       |                                                                | share      of Series C preferred is convertible into                                            |                                                                                                                            |   |   |
|                                       |                                                                | 100      shares of common stock.                                                                |                                                                                                                            |   |   |
|                                       | Common      stock; $0.001 par value; 100,000,000 shares             |                                                                                            |                                                                                                                            |   |
|                                       |                                                                | authorized;      87,572,908 shares issued and 69,572,908 sharesoutstanding.                     |                                                                                                                            |   |                69,573 |
|                                       | Additional      paid in capital                                     |                                                                                            |                                                                                                                            |          18,751,446 |
|                                       | Accumulated      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      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-2                                                                                  |   |

----

Table of Contents

STATEMENTS
OPERATIONS

| PLATINA      ENERGY GROUP, INC.            |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |
|--------------------------------------------|-------------------------------------------------|----------------------------------------------------------|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|-------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| (An      Exploratory Stage Company)        |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |
| CONSOLIDATED      STATEMENTS OF OPERATIONS |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |
| (UNAUDITED)                                |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       | From |   |
|                                       |                                            |                                                     |                                                                                              | Three      Months Ended                                                                                       |                                                                    | Nine      Months Ended                                                                                        |                                                                          | January      9, 2007                                                                 |                                                                    |
|                                       |                                            |                                                     |                                                                                              | December      31,                                                                                             |                                                                    |                                                                                                          |                                                                          | December      31,                                                                    |                                                                    |                                                                                                          |                                                                                                                                       | through |   |
|                                       |                                            |                                                     |                                                                                              | 2007                                                                                                          |                                                                    | 2006                                                                                                          |                                                                          | 2007                                                                                 |                                                                    | 2006                                                                                                          |                                                                                                                                       | December      31, 2007 |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       | Revenue      from equipment lease               |  $                                                  |                 - |  $                                                                                                       |            7,400 |  $                                                                                                       |             7,200 |  $                                                                              |            7,400 | $                                                                                                             |                       18,000 |   |
|                                       | Income      earned during the exploratory stage |                                                     |          48,000                                      |                                                                                                          |                                                                    |                                                                                                          |           50,826            |                                                                                 |                                                                    |                                                                                                          |                       50,826 |   |
|                                       |                                            |                                                     |                                                                                              |          48,000                                                  |                                                                    |            7,400                                       |                                                                          |           58,026                   |                                                                    |            7,400                                       |                                                                                                                                       |                       68,826 |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |  Operating      Expenses                   |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |
|                                       |                                            |  Testing      costs associated with Thermal Pump    |                                                                                              |                   - |                                                                    |                   - |                                                                          |             7,200        |                                                                    |                   - |                                                                                                                                       |                         7,200 |   |
|                                       |                                            |  Depreciation,      depletion, and amortization     |                                                                                              |            7,200                                       |                                                                    |                   - |                                                                          |             7,476        |                                                                    |                   - |                                                                                                                                       |                         7,476 |   |
|                                       |                                            |  General      and administrative expenses           |                                                                                              |        694,559                                                             |                                                                    |        224,985                                                             |                                                                          |      1,749,957                                              |                                                                    |        355,056                                                             |                                                                                                                                       |                  3,124,002 |   |
|                                       |                                            |                                                     |                                                                                              |        701,759                                                             |                                                                    |        224,985                                                             |                                                                          |      1,764,633                                              |                                                                    |        355,056                                                             |                                                                                                                                       |                  3,138,678 |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |  Loss      from Operations                 |                                                     |      (653,759)                                                           |                                                                                                          |      (217,585)                                 |                                                                                                          |     (1,706,607)                                           |                                                                                 |      (347,656)                                 |                                                                                                          |                (3,069,852)                                      |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |  Other      Income (Expense)               |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |
|                                       |                                            |  Interest      income                               |                                                                                              |            3,123                                       |                                                                    |  -                                                                                                       |                                                                          |             3,123        |                                                                    |  -                                                                                                       |                                                                                                                                       |                         3,123 |   |
|                                       |                                            |  Interest      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                             |  $                                                  |   (5,417,584)                                                                           |  $                                                                                                       |      (260,579)                                 |  $                                                                                                       |   (12,104,736)                                                      |  $                                                                              |      (417,827)                                 | $                                                                                                             |              (13,902,999)                                                 |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |  Per      Share Data                       |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |
|                                       |                                            |  Basic      loss per share                          |  $                                                                                           |            (0.09)                                      |  $                                                                 |            (0.01)                                      |  $                                                                       |              (0.28) |  $                                                                 |            (0.02)                                      |                                                                                                                                       |   |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |                                            |  Weighted      average common                       |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |
|                                       |                                            |      shares      outstanding    |                                                                                              |   58,074,810                                                                                        |                                                                    |   19,340,424                                                                                        |                                                                          |    43,593,531                                                         |                                                                    |   18,205,207                                                                                        |                                                                                                                                       |   |   |
|                                       |                                            |                                                     |                                                                                              |                                                                                                          |                                                                    |                                                                                                          |                                                                          |                                                                                 |                                                                    |                                                                                                          |                                                                                                                                       |   |   |

|   |   The      accompanying notes are an integral part of these financial      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-3                                                                                  |   |

----

Table of Contents

| PLATINA      ENERGY GROUP, INC.                                   |   |                   |          |   |                 |   |     |                   |   |
|-------------------------------------------------------------------|--------|------------------------|---------------|--------|----------------------|--------|----------|------------------------|--------|
| (An      Exploratory Stage Company)                               |   |                   |          |   |                 |   |     |                   |   |
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                        |   |                   |          |   |                 |   |     |                   |   |
| (UNAUDITED)                                                       |   |                   |          |   |                 |   |     |                   |   |
|                                                              |   |                   |          |   |                 |   |     |                   |   |
|                                                              |   |                   |          |   |                 |   |     | From                   |   |
|                                                              |   | Nine      Months Ended |          |   | January      9, 2007 |   |
|                                                              |   | December      31,      |          |   | through              |   |
|                                                              |   | 2007                   |          |   | 2006                 |   |     | December      31, 2007 |   |
|                                                              |   |                   |          |   |                 |   |     |                   |   |
| Cash      Flows from Operating Activities                         |   |                   |          |   |                 |   |     |                   |   |
| Net      Loss                                                     |   | $                      | (12,117,846   | )      |                 | $      | (417,827 | )                      |   | $ | (12,837,535 | ) |
| Adjustments      to reconcile net loss to net cash                |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| used      in operating activities:                                |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Amortization                                                      |   |                   | 37,232        |   |                 |   | 37,232   |                   |   |   | 49,643 |   |
| Depreciation      expense                                         |   |                   | 7,059         |   |                 |   | 6,353    |                   |   |   | 9,412 |   |
| Depletion      expense                                            |   |                   | 7,476         |   |                 |   | -        |                   |   |   | 7,476 |   |
|  Accrued      interest income                                |   |                   | (3,123 ) |   |                 |   |     |                   |   |   | (3,123 ) |   |
| Loss      on settlement of debt                                   |   |                   | 8,541,309     |   |                 |   | 28,012   |                   |   |   | 8,822,909 |   |
| Change      in fair value of conversion features                  |   |                   | -             |   |                 |   | -        |                   |   |   | 134,776 |   |
| Change      in fair value of derivative liabilities               |   |                   | 1,483,810     |   |                 |   | -        |                   |   |   | 1,483,810 |   |
| Common      stock issued for services                             |   |                   | 984,821       |   |                 |   | 150,000  |                   |   |   | 1,172,624 |   |
| Common      stock issued for salary                               |   |                   | 55,000        |   |                 |   | -        |                   |   |   | 55,000 |   |
| Common      stock issued for loan fee                             |   |                   | 22,000        |   |                 |   | -        |                   |   |   | 22,000 |   |
| Amortization      of debt discount                                |   |                   | 127,083       |   |                 |   | -        |                   |   |   | 127,083 |   |
| Amortization      of stock options and warrants                   |   |                   | 106,863       |   |                 |   | -        |                   |   |   | 106,863 |   |
| Changes      in assets:                                           |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| (Increase)      in prepaid expenses                               |   |                   | (12,794       | )      |                 |   | -        |                   |   |   | (10,500 | ) |
| Decrease      in deposits                                         |   |                   | -             |   |                 |   | 1,312    |                   |   |   | - |   |
| Changes      in liabilities                                       |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Increase      (decrease) in accounts payable and accrued expenses |   |                   | 24,842        |   |                 |   | (31,259  | )                      |   |   | 76,803 |   |
| Increase      in accrued compensation due related parties         |   |                   | 50,000        |   |                 |   | 54,000   |                   |   |   | 50,000 |   |
| Increase      in short-term borrowings                            |   |                   | 69,172        |   |                 |   | 42,159   |                   |   |   | 85,520 |   |
|                                                              |   |                   |          |   |                 |   |     |                   |   |   |   |   |
|   Net      cash used in operating activities            |   |                   | (617,096      | )      |                 |   | (130,018 | )                      |   |   | (647,239 | ) |
|                                                              |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Cash      Flows from Investing Activities                         |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Proceeds      from sale of interest in oil and gas properties     |   |                   | 175,500       |   |                 |   | -        |                   |   |   | 200,500 |   |
| Loans 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 Activities                         |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Proceeds      from sale of common stock                           |   |                   | 25,000        |   |                 |   | 61,250   |                   |   |   | 25,000 |   |
| Proceeds      from issuance of debt                               |   |                   | 2,150,000     |   |                 |   | -        |                   |   |   | 2,200,000 |   |
| Repayment      of debt                                            |   |                   | (128,370      | )      |                 |   | -        |                   |   |   | (128,370 | ) |
| Advances      from related parties                                |   |                   | 49,000        |   |                 |   | 71,500   |                   |   |   | 60,000 |   |
| Repayment      of related party advances                          |   |                   | (6,000        | )      |                 |   | (1,500   | )                      |   |   | (6,000 | ) |
|                                                              |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Net      cash provided by financing activities                    |   |                   | 2,089,630     |   |                 |   | 131,250  |                   |   |   | 2,150,630 |   |
|                                                              |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Net      Increase (Decrease) in Cash and Cash Equivalents         |   |                   | 1,267,940     |   |                 |   | (6,200   | )                      |   |   | 1,268,207 |   |
|                                                              |   |                   |          |   |                 |   |     |                   |   |   |   |   |
| Cash      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      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-4                                                                                  |   |

----

Table of Contents

| PLATINA      ENERGY GROUP, INC.                        |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |
|--------------------------------------------------------|----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|---------|---------------------------------------------------------------------------------------------------------------|---------|
| (An      Exploratory Stage Company)                    |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |
| CONSOLIDATED      STATEMENTS OF CASH FLOWS             |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |
| (UNAUDITED)                                            |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |  From |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    | Nine      Months Ended |   |  January      9, 2007 |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    | December      31, |   |   |  through |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |  2007 |   |  2006 |   |  December      31, 2007 |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
| Supplemental      Disclosures of Cash Flow Information |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   | Cash      Paid For:                                |                                                                                                                                      |                  |    |                                                                                                          |    |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               |                                                                                                                                      | Interest      Expense |  $ |            3,370                                       |  $ |                      - |  $ |                        3,370 |
|                                                   |                                               |                                                                                                                                      | Income      Taxes     |  $ |                   - |  $ |                      - |  $ |                               - |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   | Non-Cash      Financing and Investing Information: |                                                                                                                                      |                  |    |                                                                                                          |    |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               | On      April 6, 2005, the Company completed its purchase of rights and licenses      from Permian Energy Services LP                     |
|                                                   |                                               | in      connection with the marketing of a certain pump in the oil and gas      industry.  In consideration for the assets      |
|                                                   |                                               | purchased,      the Company agreed to issue 2,250,000 shares of its common stock and pay      $250,000 as evidenced                       |
|                                                   |                                               | by      a promissory note.  Of the 2,250,000 shares issued, 2,025,000      shares were returned in April 2006, pursuant         |
|                                                   |                                               | to      a settlement agreement with the Company and Permian Energy Services      LP.  In addition, the Company                  |
|                                                   |                                               | issued      a consultant 750,000 shares in connection with the asset      purchase.  The Company did not assign any value    to |
|                                                   |                                               | the      2,250,000 shares due to the fact that the issuance of these shares had no      commercial substance. The Company                 |
|                                                   |                                               | assigned      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 of                          |                  |
|                                                   |                                               | the      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 53,000                             |
|                                                   |                                               | shares      of the Company’s common stock.                                                                                          |                  |    |                                                                                                          |    |   |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               | On      June 23, 2005, a preferred stockholder converted 10,000 shares of Series A      preferred stock into 100,000                      |
|                                                   |                                               | shares      of the Company's common stock.                                                                                                |                  |    |                                                                                                          |    |   |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               | On      June 23, 2005, a preferred stockholder converted 3,800 shares of Series C      preferred stock into 380,000                       |
|                                                   |                                               | shares      of the Company's common stock.                                                                                                |                  |    |                                                                                                          |    |   |   |
|                                                   |                                               |                                                                                                                                      |                  |    |                                                                                                          |    |   |   |   |   |   |
|                                                   |                                               | As      discussed above, in April 2006, the Company entered into a settlement      agreement with Permian Energy Services                 |
|                                                   |                                               | LP      under which 2,025,000 shares of the Company's common stock were returned      to the Company for cancellation and                 |
|                                                   |                                               | paid      the LP $53,823 of which $38,923 was charged against the balance owed the      LP for past services and $14,900                  |
|                                                   |                                               | was      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 the      |
|                                                   |                                               | time      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 shares                   |
|                                                   |                                               | of      the Company's common stock.                                                                                                       |                  |    |                                                                                                          |    |   |   |

|   |   The      accompanying notes are an integral part of these financial      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-5                                                                                  |

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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 700,300                           |
|                                       |                                               | shares      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-day                  |
|                                       |                                               | option      to acquire certain oil and gas leases in Lloyd and Briscoe Counties,      Texas.  The option was valued at $32,400 |
|                                       |                                               | and      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 investment                      |
|                                       |                                               | relations      services. The services were valued at $150,000 based on the market value      of the shares on the date of                |
|                                       |                                               | issuance.                                                                                                                                |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | In      January 2007, the Company issued 22,500 shares of its Series B preferred      stock in consideration for the acquisition         |
|                                       |                                               | of      certain oil and gas leases. The shares were valued at $213,773 based upon      the market price of the underlying                |
|                                       |                                               | common      shares at date of issuance.                                                                                                  |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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. The shares were valued at      $237,525 based upon                               |   |   |
|                                       |                                               | the      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 consideration                              |
|                                       |                                               | on      a $50,000 loan.                                                                                                                  |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | In      February 2007, the Company issued 750,000 shares of its common stock in      consideration for consulting                        |
|                                       |                                               | services.      The services were valued at $93,375, which was based on the market value      of the shares on                            |
|                                       |                                               | date      of issuance.                                                                                                                   |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | In      March 2007, the Company issued 20,000 shares of its Series B preferred      stock in payment of a consulting                     |
|                                       |                                               | agreement.      The shares were valued at $280,000 based upon the market price of the      underlying common                             |
|                                       |                                               | shares      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 $281,600                        |
|                                       |                                               | on      the conversion.                                                                                                                  |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | In      March 2007, the Company cancelled 5,000 shares of its Series B preferred      stock in exchange for the issuance                 |
|                                       |                                               | of      500,000 shares of its 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 acquire 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      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.                                                                                                                  |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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.                                                                                                                  |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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.                                                                                                     |   |   |   |   |   |   |

|   |   The      accompanying notes are an integral part of these financial      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-6                                                                                  |

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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 $397,833                       |
|                                       |                                               | on      the conversion.                                                                                                                 |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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      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.                                                                                                                 |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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 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 an                                     |   |   |
|                                       |                                               | employment      agreement one time stock grant.  The shares were valued at      $84,000, which was based on                   |
|                                       |                                               | the      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 $667,967                      |
|                                       |                                               | on      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 $1,624,000                    |
|                                       |                                               | on      the conversion.                                                                                                                 |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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                            |   |
|                                       |                                               | 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 payables. The company      recognized a loss of $23,576                         |
|                                       |                                               | on      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 of           |
|                                       |                                               | issuance.                                                                                                                               |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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.                                                                                                                 |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | 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 $897,000                       |
|                                       |                                               | on      the conversion.                                                                                                                 |   |   |   |   |   |   |
|                                       |                                               |                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|                                       |                                               | In      December 2007, the Company acquired all of the joint venture interests      owned by Zone Petroleum and Homestead               |
|                                       |                                               | Oil      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 escrow                |
|                                       |                                               | 18,000,000      shares of its common stock which was set aside to prevent the Company from      issuing shares in excess of the         |
|                                       |                                               | number      required  if Trafalgar elected to convert its debt into common      stock of the Company. For financial reporting |
|                                       |                                               | purposes      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 convertible                |
|                                       |                                               | debt      which have beneficial conversion features amounting to $805,270, which      will be charged to operations over the            |
|                                       |                                               | term      of the respective debt.                                                                                                       |   |   |   |   |   |   |

|   |   The      accompanying notes are an integral part of these financial      statements |   |
|--------|--------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |   |
|   |  F-7                                                                                  |

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| Year      ending Dec 31, |   |                                 |
|-------------------------------|--------|--------------------------------------|
| 2008                          |   | $   49,643            |
| 2009                          |   |      49,643 |
| 2010                          |   |      49,643 |
| 2011                          |   |      49,643 |
| 2012                          |   |      12,410 |
|                          |   | $      210,982                       |

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OFOPERATION

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ITEM 3. CONTROLS AND PROCEDURES

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ITEM 1. LEGAL PROCEEDINGS

 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS 

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

ITEM 5. OTHER INFORMATION

 ITEM 6. EXHIBITS 

INDEX TO EXHIBITS

| Exhibit Number |   | Description                        |
|----------------|--------|------------------------------------|
|           |   |                               |
| 31.1           |   | Rule      13a-14(a) Certification. |
|           |   |                               |
| 31.2           |   | Section      1350 Certification.   |
|           |   |                               |

SIGNATURES

|                     |   |                            |   |                                                                  |   |   |
|--------------------------|--------|---------------------------------|--------|-----------------------------------------------------------------------|--------|--------|
|                     |   |                            |   |                                                                  |   |   |
|        May 15, 2008 |   | PLATINA      ENERGY GROUP, INC. |   |                                                                  |
|                     |   |                            |   |                                                                  |   |   |
|                     |   | By                              |   | /s/      BLAIR J. MERRIAM                                             |   |   |
|                     |   |                            |   | Blair      J. Merriam                                                 |   |   |
|                     |   |                            |   | Principal Executive      Officer and Principal Financial Officer |   |   |

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