UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
              For
      the quarterly period ended: September 30,
  2008





o
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
              For
      the transition period from _______ to
_________





Commission
file number: 000-28335














PLATINA
ENERGY GROUP INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            84-1080043(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)








14850
      Montfort Dr. Suite 131, Dallas, Texas
            
            75254-6750(Address
      of principal executive offices)
            
            (Zip
      Code)




(972)
458-9601


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes o No 
x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer o                                                                                     Accelerated
filer o





Non-accelerated
filer o                                                                           Smaller
Reporting Company x


(Do not
check if a smaller reporting company)





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





The
number of shares of common stock, $.001 par value, outstanding as
of November 18, 2008: 187,943,601 shares













PLATINA ENERGY GROUP INC.


PERIOD
ENDED SEPTEMBER 30, 2008





INDEX





PART
      I.  FINANCIAL INFORMATION
            PageITEM
      1.
            CONSOLIDATED
      FINANCIAL STATEMENTS
            F-1Consolidated
      financial statements of Platina Energy Group Inc.
    (unaudited):Consolidated
      balance sheets as of September 30, 2008
            F-1,
      F-2Consolidated
      statements of operations for the three months and six months
      ended September 30, 2008 and 2007 and period from January 9, 2007
      through September 30, 2008
            F-3Consolidated
      statements of cash flows for the six months ended September 30,
      2008 and 2007 and period from January 9, 2007 through September 30,
      2008
            F-4
      thru F-7Notes
      to consolidated financial statements
            F-8
      thru F-18ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            1ITEM
      4T.
            CONTROLS
      AND PROCEDURES
            6PART
      II.   OTHER INFORMATIONITEM
      1.
            LEGAL
      PROCEEDINGS
            7ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            7ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIESITEM
      5.
            OTHER
      INFORMATIONITEM
      6.
            EXHIBITS
            8SIGNATURES
            8







Table of Contents





PART
I.   FINANCIAL INFORMATION





ITEM
1.    FINANCIAL STATEMENTS






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      BALANCE SHEET(Unaudited)September
      30,2008ASSETSCurrent
      assetsCash
                
                $
                79,700Accounts
      receivable, trade
                
                
                -Accounts
      receivable, other
                
                
                14,900Prepaid
      expenses
                
                
                623,058Total
      current assets
                
                
                717,658Property
      & equipmentOil
      and gas properties, full cost method of accounting:Unproven
                
                
                7,766,440Other
      property and equipment
                
                
                735,646Other
      assetsIntangible
      asset subject to amortizationLicensing
      rights
                
                
                1,312,039Loan
      fees, net
                
                
                1,181,347Deposit
                
                
                4,005$
                11,717,135




The
accompanying notes are an integral part of these financial
statements


F-1
 Table of Contents






PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      BALANCE SHEET(Unaudited)September
      30,2008LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              349,595Accrued
      compensation due officers
              
              
              383,000Convertible
      notes payable and accrued interest payable, current
portion
              
              
              2,327,474Payable
      to others
              
              
              30,408Notes
      payable to related parties
              
              
              275,728Notes
      payable - other, current portion
              
              
              1,260,870Total
      current liabilities
              
              
              4,627,075Long-term
      liabilitiesDerivative
      liability
              
              
              3,247,059Deferred
      revenue
              
              
              900,000Convertible
      notes payable and accrued interest payable,net
      of current portion
              
              
              2,198,381Notes
      payable - other, net of current portion
              
              
              2,122,21713,094,732Commitments
      and Contingencies
              
              
              -Stockholders'
      deficitPreferred
      stock, par value $.001, 20,000,000 shares authorized 70,000
      sharesdesignated
      Series A, 6,109 shares issued and
      outstanding.  Aggregateliquidation
      preference of $0. One share of Series A preferred is convertible
      into10
      shares of common stock.
              
              
              6Preferred
      stock, par value $.001, 100,000 shares designated Series B, 43,840 shares
      issuedand
      outstanding.  Aggregate liquidation preference of
      $9,896.  One shareof
      Series B preferred is convertible into 100 shares of common
      stock.
              
              
              44Preferred
      stock, par value $.001, 10,000 shares designated Series C, 2,000 shares
      issuedand
      outstanding.  Aggregate liquidation preference of
      $360.  One share ofSeries
      C preferred is convertible into 100 shares of common
stock.
              
              
              2Preferred
      stock, par value $.001, 10,000,000 shares designated Series D, 293,500
      shares issuedand
      outstanding.  Aggregate liquidation preference of
      $13,750.  Oneshare
      of Series D preferred is convertible into 100 shares of common
      stock.
              
              
              294Preferred
      stock, par value $.001, 100,000 shares designated Series F, 100,000 shares
      issuedand
      outstanding.  Aggregate liquidation preference of
      $1,440,000.  100,000shares
      of Series F preferred is convertible into 11,076,923 shares of common
      stock.
              
              
              100Common
      stock; $0.001 par value; 500,000,000 sharesauthorized;
      172,468,601 shares issued and 147,468,601 shares
    outstanding.
              
              
              147,469Additional
      paid in capital
              
              
              32,799,943Accumulated
      deficit
              
              
              (6,913,820
              )Deficit
      accumulated during the exploratory stage
              
              
              (27,411,635
              )Total
      stockholders' deficit
              
              
              (1,377,597
              )$
              11,717,135






The
accompanying notes are an integral part of these financial
statements


F-2
 Table of Contents




PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS(Unaudited)FromThree
      Months Ended
                
                
                Six
      Months Ended
                
                
                January
      9, 2007September
      30,
                
                
                
                
                
                September
      30,
                
                
                
                
                
                through2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                September
      30, 2008RevenuesRevenue
      from equipment lease
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                7,200
                
                
                $
                18,000Income
      earned during the exploratory stage
                
                
                122,279
                
                
                
                2,826
                
                
                
                171,459
                
                
                
                2,826
                
                
                
                281,122122,279
                
                
                
                2,826
                
                
                
                171,459
                
                
                
                10,026
                
                
                
                299,122Operating
      ExpensesTesting
      costs associated with Thermal Pump
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                7,200
                
                
                
                7,200Depreciation,
      depletion, and amortization
                
                
                55,457
                
                
                
                276
                
                
                
                109,343
                
                
                
                276
                
                
                
                154,048General
      and administrative expenses
                
                
                1,487,666
                
                
                
                608,778
                
                
                
                3,438,182
                
                
                
                1,055,399
                
                
                
                6,463,7201,543,123
                
                
                
                609,054
                
                
                
                3,547,525
                
                
                
                1,062,875
                
                
                
                6,624,968Loss
      from Operations
                
                
                (1,420,844
                )
                
                
                (606,228
                )
                
                
                (3,376,066
                )
                
                
                (1,052,849
                )
                
                
                (6,325,846
                )Other
      Income (Expense)Interest
      income
                
                
                527
                
                
                
                -
                
                
                
                2,022
                
                
                
                -
                
                
                
                7,843Gain
      on sale of asset
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                134,786Loss
      on repurchase of equipment
                
                
                (64,491
                )
                
                
                -
                
                
                
                (64,491
                )
                
                
                -
                
                
                
                (64,491
                )Interest
      expense
                
                
                (499,156
                )
                
                
                (44,605
                )
                
                
                (1,084,306
                )
                
                
                (65,995
                )
                
                
                (1,805,769
                )Changes
      in fair value of derivative liability
                
                
                (2,309,489
                )
                
                
                -
                
                
                
                161,181
                
                
                
                -
                
                
                
                (3,026,852
                )Loss
      on settlement of debt
                
                
                (240,000
                )
                
                
                (2,338,142
                )
                
                
                (6,164,397
                )
                
                
                (5,568,309
                )
                
                
                (16,331,306
                )(3,112,609
                )
                
                
                (2,382,747
                )
                
                
                (7,149,991
                )
                
                
                (5,634,304
                )
                
                
                (21,085,789
                )Net
      Loss
                
                $
                (4,533,453
                )
                
                $
                (2,988,975
                )
                
                $
                (10,526,057
                )
                
                $
                (6,687,153
                )
                
                $
                (27,411,635
                )Per
      Share DataBasic
      loss per share
                
                $
                (0.04
                )
                
                $
                (0.07
                )
                
                $
                (0.10
                )
                
                $
                (0.18
                )Weighted
      average commonshares
      outstanding
                
                
                128,476,490
                
                
                
                43,508,154
                
                
                
                108,082,661
                
                
                
                36,313,325


The
accompanying notes are an integral part of these financial
statements


F-3
 Table of Contents





PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)FromSix
      Months Ended
                
                
                January
      9, 2007September
      30,
                
                
                
                
                
                through2008
                
                
                2007
                
                
                September
      30, 2008Cash
      Flows from Operating ActivitiesNet
      Loss
                
                $
                (10,526,057
                )
                
                $
                (6,687,153
                )
                
                $
                (27,411,635
                )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Amortization
                
                
                112,382
                
                
                
                24,822
                
                
                
                174,436Depreciation
      expense
                
                
                22,883
                
                
                
                4,706
                
                
                
                43,552Depletion
      expense
                
                
                -
                
                
                
                -
                
                
                
                979Loss
      on settlement of debt
                
                
                6,164,397
                
                
                
                5,568,309
                
                
                
                16,331,306Gain
      on sale of assets
                
                
                -
                
                
                
                -
                
                
                
                (134,786
                )Loss
      on repurchase of equipment
                
                
                64,491
                
                
                
                -
                
                
                
                64,491Change
      in fair value of derivative liability
                
                
                (240,974
                )
                
                
                -
                
                
                
                3,081,835Stock
      issued for services
                
                
                708,794
                
                
                
                647,212
                
                
                
                1,489,286Stock
      issued for interest
                
                
                66,500
                
                
                
                -
                
                
                
                66,500Amortization
      of debt discount
                
                
                241,667
                
                
                
                8,333
                
                
                
                550,000Amortization
      of prepaid loan fees
                
                
                410,495
                
                
                
                -
                
                
                
                472,579Compensation
      recognized on stock option and warrant grants
                
                
                244,420
                
                
                
                92,478
                
                
                
                606,505Changes
      in assets:(Increase)
      decrease in prepaid expenses
                
                
                1,638,663
                
                
                
                -
                
                
                
                2,495,543(Increase)
      decrease in accounts receivable, trade
                
                
                28,944
                
                
                
                -
                
                
                
                -(Increase)
      decrease in accounts receivable, other
                
                
                64,459
                
                
                
                -
                
                
                
                48,890(Increase)
      decrease in deposits and other assets
                
                
                (4,005
                )
                
                
                -
                
                
                
                (7,128
                )Changes
      in liabilities:Increase
      (decrease) in accounts payable and accrued expenses
                
                
                287,771
                
                
                
                (29,742
                )
                
                
                345,836Increase
      in accrued compensation due related parties
                
                
                -
                
                
                
                65,000
                
                
                
                115,000Accrued
      interest expense added to principal
                
                
                (68,545
                )
                
                
                32,482
                
                
                
                (5,722
                )Net
      cash used in operating activities
                
                
                (783,715
                )
                
                
                (273,553
                )
                
                
                (1,672,533
                )Cash
      Flows from Investing ActivitiesProceeds
      from sale of interest in oil and gas properties
                
                
                1,491,674
                
                
                
                75,500
                
                
                
                1,786,924Acquisition
      of oil and gas properties
                
                
                (4,030,102
                )
                
                
                (63,810
                )
                
                
                (5,862,446
                )Purchase
      of equipment
                
                
                -
                
                
                
                -
                
                
                
                (11,000
                )Proceeds
      from sale of assets
                
                
                -
                
                
                
                -
                
                
                
                100,000Net
      cash (used in) provided by investing activities
                
                
                (2,538,428
                )
                
                
                11,690
                
                
                
                (3,986,522
                )Cash
      Flows from Financing ActivitiesBank
      overdraft
                
                
                -
                
                
                
                -
                
                
                
                -Proceeds
      from sale of common stock
                
                
                400,000
                
                
                
                25,000
                
                
                
                679,750Cash
      received in acquisition of subsidiary
                
                
                300,000
                
                
                
                -
                
                
                
                300,000Proceeds
      from issuance of debt
                
                
                4,165,000
                
                
                
                300,000
                
                
                
                6,815,000Loan
      fees paid on financing
                
                
                (525,000
                )
                
                
                -
                
                
                
                (1,013,000
                )Repayment
      of debt
                
                
                (1,895,461
                )
                
                
                (51,068
                )
                
                
                (2,003,045
                )Increase
      in deferred revenue
                
                
                900,000
                
                
                
                -
                
                
                
                900,000Advances
      from related party
                
                
                -
                
                
                
                21,000
                
                
                
                60,050Repayment
      of related party advances
                
                
                -
                
                
                
                (6,000
                )
                
                
                -Net
      cash provided by financing activities
                
                
                3,344,539
                
                
                
                288,932
                
                
                
                5,738,755Net
      Increase (Decrease) in Cash and Cash Equivalents
                
                
                22,396
                
                
                
                27,069
                
                
                
                79,700Cash
      and Cash Equivalents - Beginning of Period
                
                
                57,304
                
                
                
                267
                
                
                
                -Cash
      and Cash Equivalents - End of Period
                
                $
                79,700
                
                
                $
                27,336
                
                
                $
                79,700


The
accompanying notes are an integral part of these financial
statements


F-4
 Table of Contents





PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)FromSix
      Months Ended
              
              January
      9, 2007September
      30,
              
              
              through2008
              
              2007
              
              September
      30, 2008Supplemental
      Disclosures of Cash Flow InformationCash
      Paid For:Interest
      Expense
              $
              491,374
              $
              -
              $
              549,674Income
      Taxes
              $
              -
              $
              -
              $
              -
   Non-Cash
      Financing and Investing Information:Six
      Months Ended September 30, 2007In
      April 2007, the Company issued 12,464 shares of its Series B preferred
      stock in exchangefor
      the extension of an option to acquire certain oil and gas leases. The
      shares were valued at $149,568 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      April 2007, the Company issued 2,200,000 shares of its common stock in
      exchange for the cancellation of$4,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $237,200on
      the conversion.In
      April 2007, the Company issued 1,266,667 shares of its common stock in
      exchange for the cancellation of$3,800
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $135,533on
      the conversion.In
      June 2007, the Company issued 1,400,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $182,000, which was based on the market value
      of the shares ondate
      of issuance.In
      June 2007, the Company issued 50,000 shares of its common stock in
      consideration for extendingthe
      due date of a note payable.  The shares were valued at $9,500,
      which was based on the market value ofthe
      shares on date of issuance.In
      June 2007, the Company issued 1,833,333 shares of its common stock in
      exchange for the cancellation of$5,500
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $397,833on
      the conversion.In
      June 2007, the Company issued 61,091 shares of its Series A preferred
      stock in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $171,055 based uponthe
      market price of the underlying common shares at date of
      issuance.In
      June 2007, the Company issued 6,500 shares of its Series B preferred stock
      in exchangefor
      the acquisition of certain oil and gas leases. The shares were valued at
      $182,000 based uponthe
      market price of the underlying common shares at date of
      issuance.




F-5
 Table of Contents




PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)Six
      Months Ended September 30, 2007 (Continued)In
      June 2007, the Company issued 8,800,000 shares of its common stock in
      exchange for the cancellation of$4,400
      of indebtedness due on certain convertible debentures. The company
      recognized a loss of $2,481,600on
      the conversion.In
      June 2007, the Company issued 1,000,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $190,000, which was based on the market value
      of the shares ondate
      of issuance.In
      July 2007, the Company issued 53,571 shares of its common stock in payment
      of wages earned.The
      shares were valued at $15,000, which was based on the market value of the
      shares on date of issuance.In
      July 2007, the Company issued 300,000 shares of its common stock in
      accordance with anemployment
      agreement one time stock grant.  The shares were valued at
      $84,000, which was based onthe
      market value of the shares on date of issuance.In
      August 2007, the Company issued 3,900,000 shares of its common stock in
      exchange for the cancellation of$11,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $667,967on
      the conversion.In
      September 2007, the Company issued 6,900,000 shares of its common stock in
      exchange for the cancellation of$20,700
      of indebtedness due on certain convertible debentures. The Company
      recognized a loss of $1,430,600on
      the conversion.In
      September 2007, the Company issued 1,100,000 shares of its common stock in
      consideration for consultingservices.
      The services were valued at $214,000, which was based on the market value
      of the shares ondate
      of issuance.In
      September 2007, the Company issued 202,500 shares of its common stock in
      exchange for the cancellationof
      $19,737 of indebtedness due on certain accounts payables. The company
      recognized a loss of $23,576on
      the conversion.Six
      Months Ended September 30, 2008In
      April 2008, the Company issued 12,500 shares of its Series D Preferred
      Stock for services rendered by consultants.The
      shares were valued at $112,500, based upon the market price of the
      underlying common shares at the date of issuance.In
      April 2008, the Company issued 2,000 shares of its Series C Preferred
      Stock for a loan fee.  The shares were valued
  at$20,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      April 2008, the Company issued 10,000 shares of its Series D Preferred
      Stock for a loan fee.  The shares were valued
  at$120,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      April 2008, the Company issued 180,000 shares of its common stock as the
      result of a conversion of 1,800 shares ofits
      Series C Preferred StockIn
      May 2008, the Company issued 5,000 shares of its Series D Preferred Stock
      for services rendered.  The shares were valued
  at$50,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      May 2008, the Company issued 3,500 shares of its Series D Preferred Stock
      for interest expense.  The shares were valued
  at$31,500,
      based upon the market price of the underlying common shares at date of
      issuance.In
      May 2008, the Company issued 2,100,000 shares of its common stock as the
      result of a conversion of 21,001 shares ofits
      Series B Preferred Stock.In
      May 2008, the Company issued 912,300 shares of its common stock as the
      result of a conversion of 9,123 shares ofits
      Series B Preferred Stock.




F-6
 Table of Contents




PLATINA
      ENERGY GROUP, INC. & SUBSIDIARIES(An
      Exploratory Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)Six
      Months Ended September 30, 2008 (Continued)In
      June 2008, the Company issued 3,500 shares of its Series D Preferred Stock
      for interest expense.  The shares were valued at$35,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      June 2008, the Company issued 1,000 shares of its Series D Preferred Stock
      for a loan fee.  The shares were valued at$9,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      June 2008, the Company issued 4,500 shares of its Series D Preferred Stock
      for accrued compensation. The shareswere
      valued at $45,000, based upon the underlying common shares at date of
      issuance.  Accordingly, the Companyrecognized
      a $21,000 loss on the settlement of debt.In
      June 2008, the Company issued 3,000 shares of its Series D Preferred Stock
      for a loan fee.  The shares were valued at$30,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      June 2008, the Company issued 7,500 shares of its Series D Preferred Stock
      for directors' fees.  The shares were valued at$75,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      June 2008, the Company issued 1,000 shares of its Series D Preferred Stock
      for a loan fee.  The shares were valued at$10,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      June 2008, the Company issued 200,000 shares of its Series D Preferred
      Stock to its President for $20,000 debt. The shareswere
      valued at $2,200,000, based upon the underlying common shares at date of
      issuance.  Accordingly, the Companyrecognized
      a $2,180,000 loss on the settlement of debt.In
      June 2008, the Company issued 10,000 shares of its Series D Preferred
      Stock for services rendered.  The shareswere
      valued at $100,000, based upon the market price of the underlying common
      shares at date of issuance.In
      June 2008, the Company issued 11,500 shares of its Series D Preferred
      Stock to certain employees for safety rewards.The
      shares were valued at $115,000, based upon the market price of the
      underlying common shares at date of issuance.In
      June 2008, the Company issued 352,942 shares of its Common Stock for
      services rendered.  The shares were valued at$35,294,
      based upon the market price of the underlying common shares at date of
      issuance.In
      July 2008, the Company issued 11,500 shares of its Series D Preferred
      Stock for loan fees.  The shares were valued at$171,500,
      based upon the market price of the underlying common shares at date of
      issuance.In
      July 2008, 20,000 shares of the Company's Series B Preferred Stock were
      converted into 2,000,000 shares of itsCommon
      Stock.In
      August 2008, the Company issued 4,000 shares of its Series D Preferred
      Stock for services rendered.  The shares were valued
      at$36,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      August 2008, 5,000 shares of the Company's Series B Preferred Stock were
      converted into 500,000 shares of itsCommon
      Stock.In
      August 2008, the Company issued 1,500,000 shares of its Common Stock for
      services rendered.  The shares were valued at$150,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      August 2008, the Company and a consultant mutually agreed to cancel a
      consultant agreement and the consultantreturned
      12,500 shares of the Company's Series D Preferred Stock for cancellation.
      Originally, the Company classified the value of theshares
      issued as a prepaid expense which was being amortized over the term of the
      agreement. At the date of cancellation, theunamortized
      balance of $279,456 was reclassified from prepaid expense to
      equity.In
      August 2008, 54,982 shares of the Company's Series A Preferred Stock were
      converted into 549,820 shares of itsCommon
      Stock.In
      August 2008, the Company issued 400,000 shares of its Common Stock for
      certain investment properties.  The shares were valued
      at$40,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      September 2008, the Company issued 5,000 shares of its Series D Preferred
      Stock for services rendered.  The shares were valued
      at$35,000,
      based upon the market price of the underlying common shares at date of
      issuance.In
      September 2008, 30,000 shares of the Company's Series D Preferred Stock
      were converted into 3,000,000 shares of itsCommon
      Stock.In
      September 2008, the Company issued 5,088,865 shares of its Common Stock
      for loan fees.  The shares were valued at$493,926,
      based upon the market price of the underlying common shares at date of
      issuance.In
      September 2008, the Company issued 5,733,334 shares of its Common Stock
      for $300,000.In
      September 2008, the Company issued 6,000,000 shares of its Common Stock in
      payment of $60,000 of debt.  The shares were valued
      at$300,000,
      based upon the market price of the underlying common shares at date of
      issuance.  Accordingly, theCompany
      recognized a $240,000 loss on settlement of debt.




F-7
 Table of Contents






Note
1.  Basis of Presentation and Organization
 
 Organization, History and
Business
  Platina
Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally
incorporated on January 19, 1988.  The Company went through several
previous unrelated transactions involving other businesses that have
subsequently been divested.  A further subsequent restructure of the
Company on June 25, 2005 resulted in the name change to Platina Energy Group,
Inc. with business focus on the oil and gas sector.
 
 The
Company is in the exploration stage, as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7, “ Accounting and Reporting by Development
Stage Enterprises ,” with its principal activity being the exploration and
development of oil and gas properties.
 
 On March
30, 2005, the Company formed a wholly owned subsidiary, Permian Energy
International, Inc., a Nevada Corporation to acquire certain rights for enhanced
oil recovery and reduction of paraffin build up through a thermal pulsing pump
device. On April 6, 2005, the Company completed its acquisitions of rights and
licenses from Permian Energy Services, LP in connection with certain rights
including the representation and marketing of a proprietary thermal pulsing pump
in the oil and gas industry.  The assets acquired from the LP were
transferred into Permian Energy International.  The thermal pulse
unit, (“TPU”), was engineered to create a new recovery pump for oil particularly
in fields with heavy paraffin problems.  As a by-product of the
process for specific field applications, the need for down-hole or pump jacks
can be eliminated.  Also, flow rates of oil from viscosity changes due
to heat and pressure changes can be substantially increased. Through May 2007,
the Company leased its sole TPU for $3,600 per month.
 
 On
January 5, 2007, the Company formed Appalachian Energy Corp. a Nevada
Corporation (“Appalachian”). Appalachian is headquartered in London,
Kentucky.  Appalachian acquired prospects in Tennessee. (See Note
6).
 
 In June
of 2007, the Company formed Platina Exploration Corp., a Nevada Corporation
(“PEC”).  PEC is headquartered in Dallas, Texas. PEC has acquired
producing interests on multiple leases in Seminole County, Oklahoma and
prospects in Young County, Texas (See Note 6).
 
 On
October 5, 2007, the Company formed Applegate Petroleum Management LLC,
(“Applegate”). Applegate is headquartered in Cheyenne, Wyoming, and its primary
function is to coordinate private equity raising activities for
Platina.
 
 On
January 10, 2008, the Company formed Wildcat Energy Corp., (“Wildcat”) a Nevada
Corporation.  Wildcat is headquartered in London, Kentucky. Wildcat
acquired 11 properties located in Laurel County, Kentucky and 10 properties in
Whitley County, Kentucky. (See Note 6).
 
 The
accompanying financial statements include the activities of the Company and its
subsidiaries.  All material intercompany transactions have been
eliminated.
 
 Basis of
Presentation
 
 The
accompanying interim financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC") for interim financial reporting.  These interim financial
statements are unaudited and, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments and accruals) necessary
to present fairly the balance sheet, operating results and cash flows for the
periods presented in accordance with accounting principles generally accepted in
the United States of America ("GAAP").  Operating results for the six
months ended September 30, 2008 are not necessarily indicative of the results
that may be expected for the year ending March 31, 2009 or for any other interim
period during such year.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with GAAP have
been omitted in accordance with the rules and regulations of the
SEC.  These interim financial statements should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's Form 10-KSB for the year ended March 31, 2008.
 
 The
Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The Company has accumulated operating losses since
its inception (January 19, 1988).  In addition, the Company has used
ongoing working capital in its operations.  At September 30, 2008 the
Company's current liabilities exceeded its current assets by approximately
$4,000,000 and it has an accumulated deficit of approximately
$27,500,000.
 
 In view
of current matters, the continuation of the Company's operations is dependent on
revenue from its oil and gas production, funds generated by its management,
advancements made by expenditures from certain joint venture arrangements, the
raising of capital through the sale of its equity instruments or issuance of
debt. Management has purchased certain rights and licenses from Permian Energy
Services LP (“Permian”), a related party (see Note 5), in connection with the
marketing of a proprietary thermal pulsing pump in the oil and gas industry.
Further, the Company has entered into various drilling programs with third
parties. Management believes that these sources of funds will allow the Company
to continue as a going concern through 2009. However, no assurances can be made
that current or anticipated future sources of funds will enable the Company to
finance future periods’ operations.  In light of these circumstances,
substantial doubt exists about the Company's ability to continue as a going
concern.  These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
or liabilities that might be necessary should the Company be unable to continue
as a going concern.
 F-8
 Table of Contents
 
 Note
2.  Summary of Significant Accounting Policies
 
 Principles of
Consolidation
 
 The
accompanying consolidated financial statements include the accounts of the
Platina Energy Group Inc. and its wholly owned subsidiaries, Appalachian Energy
Corporation, Platina Exploration Corp., Applegate Petroleum Management, LLC,
Wildcat Energy Corp. and Enhanced Oil Recovery Technologies, Inc. Intercompany
transactions and balances have been eliminated in consolidation.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Accordingly,
actual results could differ from those estimates.
  Cash
Equivalents
 
 For
purposes of the statements of cash flows, the Company considers cash equivalents
to include highly liquid investments with original maturities of three months or
less.
  Accounts
Receivable
 
 Accounts
receivable are reported at the customers’ outstanding balances less any
allowance for doubtful accounts.  The Company does not accrue interest
on overdue accounts receivable.
 
 The
allowance for doubtful accounts is charged to income in amounts sufficient to
maintain the allowance for uncollectible accounts at a level management believes
is adequate to cover any probable losses.  Management determines the
adequacy of the allowance based on historical write-off percentages and
information collected from individual customers.  As of September 30,
2008, management believes all accounts receivable are
collectible.  Accordingly, no allowance for doubtful accounts is
included in the accompanying consolidated balance sheet.
  Property and
Equipment
 
 Property
and equipment are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance, and repairs that
do not improve or extend the lives of the respective assets are
expensed.  At the time property and equipment are retired or otherwise
disposed of, the asset and related accumulated depreciation accounts are
relieved of the applicable amounts.  Gains or losses from retirements
or sales are credited or charged to income.
  The
Company's equipment consists of gathering and transmitting equipment which is
being depreciated over its estimated useful life of 20 years, a TPU unit which
is being depreciated over its estimated useful life of 7 years on the
straight-line method, transportation equipment which is being depreciated over
its estimated useful life of 3 to 5 years on the straight-line
method.
  Oil and Gas
Properties
 
 The
Company follows the full cost method of accounting for crude oil and natural gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as
unsuccessful   exploration   and   development   activities   are   capitalized.
Depreciation, depletion, and amortization of capitalized crude oil and natural
gas properties and estimated future development costs, excluding unproved
properties, are based on the unit-of-production method based on proved
reserves.
 
 Long-Lived
Assets
 
 The
Company accounts for its long-lived assets in accordance with SFAS No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets.”  SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost carrying value of an asset may
no longer be appropriate.  The Company assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition.  If the future
net cash flows are less than the carrying value of the asset, an impairment loss
is recorded equal to the difference between the asset’s carrying value and fair
value or disposable value. As of September 30, 2008, the Company did not deem
any of its long-term assets to be impaired.
 F-9
 Table of Contents
 
 Convertible
Debentures
 
 If the
conversion feature of conventional convertible debt provides for a rate of
conversion that is below market value, this feature is characterized as a
beneficial conversion feature (“BCF”).  A BCF is recorded by the
Company as a debt discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”),
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingency Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application
of EITF Issue No. 98-5 to Certain Convertible Instruments.  In those
circumstances, the convertible debt will be recorded net of the discount related
to the BCF.  The Company amortizes the discount to interest expense
over the life of the debt using the effective interest method.
 
 Derivative Financial
Instruments
 
 As of
September 30, 2008, the Company recognized a derivative liability of $3,247,059
pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock”.  The Company
recognized a derivative gain in the amount of $161,183 and a derivative loss in
the amount of $2,309,489 during the three and six months ended September 30,
2008, respectively.  This is due to the increase in the number of its
authorized common shares which eliminated the prior year’s liability on the
number of committed shares in excess of authorized shares.
  Revenue
recognition
 
 The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB
No. 104.  As such, the Company recognizes revenue when persuasive
evidence of an arrangement exists, title transfer has occurred, the price is
fixed or readily determinable and collectibility is probable.  Sales
are recorded net of sales discounts.
 
 In
September 2006, the Company entered into an agreement to joint venture its
thermal pulsing pump (TPU) for one year at $3,600 per month.  The
lease was cancelled effective June 1, 2007. Pursuant to the lease agreement, the
Company received an advance payment of $7,400 and was required to make certain
modifications to the pump’s vessel. As of December 31, 2007, the Company
incurred $7,432 in costs associated in the vessel upgrade. The upgrade was
completed in October 2006 and the $7,432 is included in the cost basis of the
TPU. The lease commenced in November 2006. The costs of the vessel upgrades are
being depreciated over the pump’s remaining expected useful life of
approximately 6 years. During
theyear
ended March 31, 2008, the Company generated $107,685 from its oil and gas
production of which $48,000 was earned from the sale of approximately 600
barrels of oil to Zone Petroleum. The Company is currently storing the oil for
Zone, who has accepted ownership and full responsibility for the oil
purchased.
 
 Income
Taxes
 
 The
Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income
Taxes.”  Under SFAS No. 109, deferred tax assets and
liabilities are recognized for future tax benefits or consequences attributable
to temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not that the asset will not be realized through future
operations.
 
 The
Company has total net operating tax loss carry forwards at September 30, 2008 of
approximately $13,850,000 for federal income tax purposes.  These net
operating losses have generated a deferred tax asset of approximately $4,571,000
on which a valuation allowance equaling the total tax benefit has been provided
due to the uncertain nature of it being realized. Net operating loss
carryforwards expire in various periods through September 30, 2028 for federal
tax purposes.
  Stock Based
Compensation
  The
Company accounts for stock-based compensation under SFAS No. 123R, "Share- based
Payment” " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which the Company expects
to receive the benefit, which is generally the vesting period.
  The
Company recognized stock-based compensation expense of $2,582,458 and $719,049
for the six months ending September 30, 2008 and 2007, respectively. Stock based
compensation is included in general and administrative expense.
  Issuance of Stock for
Non-Cash Consideration
 
 All
issuances of the Company's stock for non-cash consideration have been assigned a
per share amount equaling either the market value of the shares issued or the
value of consideration received, whichever is more readily determinable. The
majority of the non-cash consideration received pertains to services rendered by
consultants and others and has been valued at the market value of the shares on
the dates issued.
 
 Net Loss per
Share
 
 The
Company adopted the provisions of SFAS No. 128, “Earnings Per Share”
(“EPS”).  SFAS No. 128 provides for the calculation of basic and
diluted earnings per share.   Basic EPS includes no dilution and
is computed by dividing income or loss available to common shareholders by the
weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution of securities
that could share in the earnings or losses of the entity, arising from the
exercise of options and warrants and the conversion of convertible
debt.  If such shares were included in diluted EPS, they would have
resulted in weighted-average common shares of 160,404,634 and 77,036,882 for the
six months ended September 30, 2008 and 2007, respectively.
 
 Fair Value of Financial
Instruments
 
 The
Company's financial instruments consist of cash and cash equivalents, accounts
payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments,” the Company is required to estimate the fair
value of all financial instruments at the balance sheet date.  The
Company considers the carrying values of its financial instruments in the
financial statements to approximate their fair values due to the short term
nature of the instruments.
  Reclassification
  Certain
reclassifications have been made to the 2007 balances to conform to the 2008
presentation.
 F-10
 Table of Contents
   Recent Accounting
Pronouncements
 
 SFAS No. 157 - In
September 2006, the FASB issued Statement 157, Fair Value Measurements.This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year.  The Company has evaluated the impact
of the adoption of SFAS 157, and does not believe the impact will be significant
to the Company's overall results of operations or financial
position.
 
 SFAS No. 158 - In
September 2006, the FASB issued Statement No. 158 Employers’ Accounting for Defined
Benefit Pension and Other Post Retirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This Statement improves financial reporting
by requiring an employer to recognize the over funded or under funded status of
a defined benefit post retirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit post retirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit post retirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007.  The Company has evaluated the impact of
the adoption of SFAS 158, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.
 
 SAB No. 108
– In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108 (SAB No. 108), “Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements.” The guidance in SAB No. 108 requires
Companies to base their materiality evaluations on all relevant quantitative and
qualitative factors. This involves quantifying the impact of correcting all
misstatements, including both the carryover and reversing effects of prior year
misstatements, on the current year financial statements. The Company has adopted
this standard.
 
 SFAS No. 159 - In
February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.This Statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement, which is consistent with the
Board’s long-term measurement objectives for accounting for financial
instruments.  This Statement applies to all entities, including
not-for-profit organizations. Most of the provisions of this Statement apply
only to entities that elect the fair value option. However, the amendment to
FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, applies to all entities with
available-for-sale and trading securities. Some requirements apply differently
to entities that do not report net income.  This Statement is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provisions of FASB Statement No. 157, Fair Value
Measurements.No entity is permitted to apply this Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption. The choice to adopt early should be made after issuance
of this Statement but within 120 days of the beginning of the fiscal year of
adoption, provided the entity has not yet issued financial statements, including
required notes to those financial statements, for any interim period of the
fiscal year of adoption.  This Statement permits application to
eligible items existing at the effective date (or early adoption
date).  The Company has evaluated the impact of the implementation of
SFAS No. 159 and does not believe the impact will be significant to the
Company's overall results of operations or financial position.
 
 
 Note
3. Accounts Receivable, Trade
  Accounts
receivable, trade, consisted of $0 at September 30, 2008.  Allowance
for doubtful accounts was $0 at September 30, 2008.
  
 Note
4. Accounts Receivable, Other
  Accounts
receivable, other, consisted of $12,000 due from a third party and $2,900 due
from employees for payroll advances.
  F-11
 Table of Contents
  
 Note
5. Acquisition of Licensing Rights
 
 On April
6, 2005, the Company completed its purchase of rights and licenses from Permian
Energy Services LP, a related party, in connection with certain technological
representation and marketing rights of a proprietary thermal pulse pump in the
oil and gas industry.  In consideration for the assets purchased, the
Company originally agreed to issue 2,250,000 shares of its common stock and pay
$250,000 as evidenced by a promissory note with interest accruing at an annual
rate of 6%.  Under the terms of the note, accrued interest would have
been due one year from the date of the Note and all principal and additional
accrued interest would have been due two years from the date of the
note.  Throughout the first portion of fiscal 2006, Permian Energy
International was in dispute with the prior President of Permian International,
Inc. relative to certain amounts allegedly due to him.  The Company
valued the intangible assets purchased at $347,500, which consisted of the
$250,000 obligation plus the fair value of the 750,000 shares issued to a
consultant in connection with the acquisition.  The Company valued the
shares issued as of April 6, 2005 (See Note 6).
 
 In April
2006, the Company entered into a satisfactory settlement agreement with Permian
Energy Services L.P. and Robert Clark ("Clark"), the former president of Permian
Energy International Inc. Under the terms of the settlement agreement, the
Company agreed to dismiss its lawsuit against Clark. The Company has also agreed
to pay Clark $53,823 in exchange for Clark returning the 2,025,000 shares it
received under the April 6, 2005 asset purchase agreement and cancelling the
$214,963 obligation due it.
 
 In order
to bring the negotiations with Clark to a successful conclusion, Wyoming Energy
Corp. had to return to Permian Energy Services LP, its 10% ownership interest in
the LP. In consideration for the loss of Wyoming's interest in the LP, the
Company transferred its obligation in favor of the LP to Wyoming under the same
terms and conditions. At the time of the transaction, Wyoming Energy Corp. was
wholly-owned by the Company's president, but was subsequently sold to an
unrelated third party in March 2007.
 
 Clark
also agreed not to engage in the business of providing downhole oil or gas well
stimulation as referenced and defined in the PES-BI-Comp agreement, which was
assigned to the Company by Clark in April 2005 pursuant to the Asset Purchase
Agreement for a period of three years.
 
 The
Company is amortizing the licensing rights over its expected useful life of
seven years. Amortization expense charged to operations amounted to $24,882 and
$24,882 in the six months ended September 30, 2008 and 2007,
respectively.
 Estimated
amortization expense is as follows:
 
 Year ending June
30,
 
 2009                                   $49,643
 2010                                     49,643
 2011                                     49,643
 2012                                12,410
 $
161,339
 
 
 F-12
 Table of Contents
   Note
6. Property and equipment
 
 Oil and gas
properties
 
 In
October 2006, the Company issued 3,600 shares of its Class C convertible
preferred stock in exchange for an option to acquire certain oil and gas leases
situated on 3,600 acres in Floyd County, Texas. The option was to expire in
January 2007, but the Company paid $54,000 to extend the option period. The
3,600 shares of Class C preferred stock were valued at $32,400 based on the
market price of the underlying common shares on which the preferred shares can
be converted into on the date of issuance.
 
 In
January 2007, the company issued 22,500 shares of its Series B Preferred Stock
to Tri Global Holdings, LLC for the purchase of oil and gas leases to thirty to
thirty five drilling locations on approximately 1,600 acres in the Devonian
Black Shale formation located in the Appalachian Basin in East
Tennessee.  The 22,500 shares were valued at $213,773, based on the
market price of the Company's underlying common stock on the date of
acquisition. Each share of Series B Preferred is convertible into 100 shares of
the Company's common stock.
 
 In
February 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the acquisition of oil and gas leases and options comprising of
approximately 20,000 acres located in Palo Duro Basin, Texas and oil and gas
leases located on 372 acres in Young Texas. The 25,000 shares were valued at
$237,525, based on the market price of the Company's underlying common stock on
the date of acquisition.
 
 Further
in April 2007, the Company issued 12,464 shares of its Series B Preferred Stock
to extend the option through August 1, 2007. The 12,464 shares of Class B
preferred stock were valued at $149,568 based on the market price of the
underlying common shares on which the preferred shares can be converted into on
the date of issuance.
 
 In June
2007, the Company issued 61,091 of its Class A convertible preferred stock in
exchange for the oil and gas leases referenced above.  The 61,091
shares of Class A convertible preferred stock were valued at $171,055 based on
the market price of the underlying common shares on which the preferred shares
can be converted into on the date of issuance.
 
 In June
2007, the Company issued 6,500 of its Class B convertible preferred stock and
paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining
25% of the working interest in the oil and gas leases located in Young County,
Texas. The 6,500 shares of Class B convertible preferred stock were valued at
$182,000 based on the market price of the underlying common shares on which the
preferred shares can be converted into on the date of issuance.
 
 On May
14, 2007 the Company signed a memorandum agreement (Agreement) with Zone
Petroleum, LLC (Zone), a Wyoming corporation to fund the development of its
Young County prospect. Pursuant to the agreement, Zone is granted an exclusive
for the Young County prospect as long as Zone is able to fund the development of
35 wells over an 18 month period based an turnkey agreement of $50,000 per well.
As discussed below, in June, 2007. The Company acquired the remaining balance of
the working interest in its Young County, Texas prospect in order to facilitate
its agreement with Zone Petroleum LLC. Under the agreement with Zone Petroleum,
it will receive a 75% working interest with Platina retaining the remaining 25%
working interest. Under the agreement, the Company will receive an
operating fee of 10% to 15%, subject to negotiation. During the year ended March
31, 2008, the Company received $175,500 from Zone and received an additional
$25,000 last year relating to this agreement. On December 30, 2007, the Company
acquired the remaining 75% working interest from Zone in exchange for a note
payable in the amount of $210,000 (See Note 8).
  On August
7th 2007 the Company signed an agreement with Homestead Oil and Gas LLC to fund
the development of its Appalachian prospect. Under the agreement, the
development of 55 well sites are to be funded by Homestead, who will receive a
75% working interest in the wells, with Appalachian, a wholly owned subsidiary
of Platina retaining a 25% working interest. As part of the agreement,
Appalachian will have the right to purchase 100% or any fraction thereof, of any
Homestead-owned well interest on this property. Drilling activities began in
August of 2007. No assurance can be given as to the expected progress or
performance of the development of the wells or that the production there from
will prove profitable.  On December 30, 2007, the Company acquired the
remaining 75% working interest from Homestead in exchange for a note payable in
the amount of $320,000 (See Note 8).
  On
October 29, 2007 the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, entered into a Property Sale and Joint Venture
Agreement (the "Rick Newell Agreement") with Buccaneer Energy Corporation
("Buccaneer"). The Rick Newell Agreement provides for a Joint Venture by the
Company with Buccaneer for a one half (1/2) interest in the Rick Newell Salt
Water Disposal Project located in Oklahoma that consists of one (1) producing
oil well (Rick #1) currently producing approximately four (4) barrels of oil per
day, one (1) salt water disposal well (the Newell #2) and a number of wells
which are to be recompleted and dispose of the salt water on the lease in the
Newell #2 well. Pursuant to the Rick Newell Agreement, the Company is to pay to
Buccaneer a total consideration of $455,138. In connection with this purchase,
the Company is offering to qualified investors units at a price of $50,000 each.
Each unit consist of 100,000 restricted shares of the Company's common stock, a
4% working interest in the Rick #1 and the Newell #2 and a 1 1⁄2 % working
interest in the 10 non-operating wells. As of January 10, 2008, the Company has
received $525,000 through the issuance of 10.5 units.
 
 On
October 31, 2007, the Company, through its wholly owned subsidiary, Platina
Exploration Corporation, also entered into a Property Sale and Joint Venture
Agreement (the "Oklahoma Agreement") with Buccaneer. The Oklahoma Agreement
provides for a Joint Venture by the Company with Buccaneer for a one half (1/2)
interest in (i) the approximate forty percent (40%) interest of Buccaneer in the
Oklahoma PUD Prospects comprised of several undeveloped prospects to be drilled
and (ii) a one half (1/2) interest in the East Texas Projects consisting of the
Gaywood acquisition comprised of approximately fifty (50) locations in Rusk
County. The Oklahoma Agreement further provides that Buccaneer will show the
Company other opportunities or projects and if the Company elects to
participate, it will receive a one half (1/2) interest in such project or
projects upon reimbursement to Buccaneer for its costs in such project(s). The
Oklahoma Agreement also provides that the Company will pay Buccaneer $199,873
comprised of $60,000 cash and a $139,873 promissory note at six percent (6%)
interest due on or before January 31, 2008. The Company paid the amounts due in
January 2008, when the purchase was completed.
 
 Both the
Rick Newell Agreement and the Oklahoma Agreement further provide that Buccaneer
and the Company will be equal partners in future operations with Buccaneer's
wholly owned subsidiary, Buccaneer Energy L.L.C. being the operator of projects
located in Oklahoma, Bowie Operating Company ("Bowie Operating"), a newly formed
Texas LLC being the operator of all other projects except that pursuant to an
oral agreement, Bowie Operating will also be the Operator of the Newell #2 upon
completion of bonding in Oklahoma, with all operations to be at cost, plus
normal Model 610 Operating Agreement COPUS drilling, completion and operating
overhead reimbursement fees. Buccaneer has a 50% membership interest in Bowie.
In January 2008, the Company agreed to convert the $250,000 promissory note from
Buccaneer Energy Corporation into 50% ownership in Bowie Energy,
LLC.
 
 On
January 10, 2008, entered into an Agreement of Sale and Purchase (the
"Agreement") with Energas Resources, Inc. ("Energas"), TGC, Inc., a wholly-owned
subsidiary of Energas, ("TGC") and AT Gas Gathering Systems, Inc., a
wholly-owned subsidiary of Energas ("ATG")( Energas, TGC and ATG collectively,
"Energas Resources") with the transactions set forth in the Agreement also
closing on January 17, 2008 effective as of January 1, 2008. Pursuant to the
Agreement, Energas Resources sold to the Company (i) all of the Energas
Resources properties and interests, producing and non-producing, owned by
Energas Resources as listed in the Agreement (ii) all right title and interest
of Energas Resources in oil, gas and mineral leases, subleases, easements,
farmout agreements, royalty agreements, overriding royalty agreements, and/or
net profit interest agreements in 11 properties located in Laurel County,
Kentucky and 10 properties in Whitley County, Kentucky as described in the
Agreement, (iii) the interests of Energas Resources in certain property located
in Laurel and Whitley Counties, Kentucky including but not limited to wells,
approximately 9 miles of natural gas transmission line and gathering system
facilities, compressor station and De-Hy Unit and other personal property as
further described in the Agreement and (iv) all regulatory permits, licenses and
authorizations relating to the purchased assets. The purchase price for the
foregoing assets is $2,300,000 of which $100,000 was paid at the closing and
$2,200,000 was paid by the Company executing a 7 1/2 % interest non recourse
promissory note (the "Note") secured by the assets transferred to the Company.
The Note further provides that the Company pay Energas Resources $100,000 on
April 1, 2008, $100,000 on July 1, 2008 and commencing October 1, 2008,
quarterly payments of interest only until January 1, 2010 when all outstanding
principal and accrued but unpaid interest is due in full.
 
 On
January 17, 2008, the Company entered into an Agreement for Sale and Purchase of
Oil and Gas Properties (the "Wyoming Agreement") with Energas with the
transactions set forth in the Wyoming Agreement also closing on January 17,
2008. Pursuant to the Wyoming Agreement, Platina purchased a 26% working
interest in the Rusty Creek Prospect in Niobrara County, Wyoming, which includes
the Finley #1 and Finley #2 producing wells and Finley #4, TA with existing
production of approximately 11 barrels of oil per day, plus leases of oil and
gas rights on 1,760.11 acres and various personal property for a purchase price
,all of which was paid at closing, of (i) $233,379 (ii) warrants to purchase
2,500,000 shares of Platina's common stock at $.25 per share which expire on
January 17, 2010, (iii) $10,593 for its participation in the workover of the
Finley #1 and (iv) $111,896 for its participation in the deepening of the Finley
#2.
 
 On
January 8, 2008, the Company acquired a 44% working interest in the Golf #1
Well, and the assignment of the Jack Goff and Cumberland College leases which
comprises approximately 838 acres for a total purchase price of
$10,000.
 
 On March
31, 2008, Platina Energy Group, Inc. (the “Company”) entered into an Agreement
and Plan of Acquisition (the “Exchange Agreement”) with UTEK Corporation, a
Delaware corporation (“UTEK”), and UTEK’s wholly-owned subsidiary Enhanced Oil
Recovery Technologies, Inc., a Nevada corporation (“Enhanced
Oil”).  Pursuant to the Exchange Agreement, the Company acquired from
UTEK effective March 31, 2008 all of the issued and outstanding shares of common
stock of Enhanced Oil in exchange for (i) 100,000 shares of the Company's Series
F Convertible Preferred Stock that is convertible, no earlier than six months
and no later than twelve months from the date of the Exchange Agreement, into
$1,440,000 worth of shares of the Company's common stock based on the average of
the five day closing price of the Company's common stock prior to the conversion
date, (ii) two year warrants to purchase 500,000 shares of the Company's common
stock at an exercise price of $.25 per share and (iii) two year warrants to
purchase 500,000 shares of the Company's common stock at an exercise price of
$.50 per share.
 
 The
principal assets of Enhanced Oil at the time of closing consisted of a Patent
License Agreement with the University of Texas System and approximately $300,000
in cash.  Pursuant to such Patent License Agreement, Enhanced Oil has
the exclusive worldwide license rights for the use of Patent No. 6,705,403
described as a production system and method for producing fluids from a well
that includes a technology that utilizes a combination of an electrical
submersible pump and a jet pump to separate liquid and gas streams. The
potential benefit of this system is that it enables a submersible pump and a jet
pump to be used in combination in a high gas-to-liquid ratio oil well without
installing a gas vent line. The License Agreement also provides for (i) an
upfront $60,000 fee that is to be paid by UTEK, (ii) an annual $1,000
maintenance fee, (iii) a royalty of 4% of all consideration received by the
Licensee from license customers for the licensed product, (iv) a royalty of 4%
of the net sales of the licensed product and (v) a use fee for each production
well which is owned or managed by the Licensee or its affiliates at which the
licensed product is installed.
 
 On May
16, 2008, the Company entered into an agreement with Homestead Oil whereby
Homestead Oil agreed to cancel its 4% override royalty interest in the Young
County, Texas property in exchange for $500,000.  (See Note
9.)
 
 On August
11, 2008, the Company, through its wholly owned subsidiary, Wildcat Energy
Group, agreed tosell
to London Oil and Gas (the “Investor) a seventy five percent (75%) Net Revenue
Interest with a 100% working interest (”Investor’s Interest”)
of Wildcat’s eighty percent 80% Net Revenue Interest in one of the Kentucky
Wells of Investor’s choice with Wildcat retaining the remaining twenty five
percent (25%) Carried Interest of Wildcat’s 80% NRI in such Kentucky Well. The
Investor agreed to pay to Wildcat a total of Nine Hundred Thousand Dollars
($900,000) as full consideration for the purchase of the Investor’s 100% Working
Interest, and 75% Net Revenue Interest. If for any reason, after the 24th month
subsequent to the Closing but not later than the 25th month,
the Investor has not received distributions of at least the return of its
$900,000 purchase price net of all Capital Expenditures, Maintenance Costs and
its pro rata Operational Costs actually paid by the Investor or deducted from
distributions due to the Investor, the Investor has the option, upon thirty (30)
days written notice (the “Notice Period”), to
“put” its Well Interest to the Company through its wholly owned subsidiary,
Wildcat Energy Group, for the balance between what the Investor has received in
distributions and the initial investment of $900,000 less any Capital
Expenditures, Maintenance Costs and its pro rata Operational Costs due, if any
(the “Buy Back
Price”).  Accordingly, the Company has recorded the $900,000
received as deferred revenue.
  F-13
 Table of Contents
 
 Note
7.  Convertible Debt
 
 Agreement
#1
 
 On March
14, 2007, convertible debentures totaling $137,556 were sold by four Noteholders
(“Assignors”) of the Company to third party assignee(s) represented by counsel
(“Assignee”).  Under the terms of the sale, the Company agreed to
modify the conversion feature of the notes. Under the modified terms, The
Assignee shall have the right, upon three (3) days written notice to the
Company, to convert the unpaid principal and accrued interest of each Note into
the Company's common stock at a rate of $0.002 per share for the first 4,000,000
shares and thereafter $0.003 per share, except the last 4,000,000 shares will be
at the rate of $0.004 per share; provided, however, the Assignee can only
convert after the respective Assignor has been fully paid for that portion of
the Note that the Assignee is looking to convert. The terms further provide that
no Note shall be converted at any time by the Assignee if it would result in the
Assignee beneficially owning more than 9.99% of the common stock of the Company
at the time of such conversion and that no Note can be converted at any time
that the Fair Market Value of the common stock of the Company is less than nine
cents ($0.09) per share without the prior written consent of the Board of
Directors of the Company. In addition, the converted shares cannot be sold by
the Assignee(s) represented by legal counsel into the US Market for a period of
five (5) years from the date of the Assignment.  In March 2007, the
Company issued 2,200,000 shares of its common stock in exchange for canceling
$4,400 of indebtedness. The Company recognized a loss of $281,600 on the
conversion. The Company determined that the modification of the conversion
features created a beneficial conversion feature (“BCF”) totaling $134,775 which
was charged to interest expense during the year ended March 31,
2007.
 
 During
the six months ended September 30, 2008, the Company issued 34,484,870 shares of
its common stock in exchange for canceling $44,485 of
indebtedness.  These shares cannot be sold in the U.S. market for five
years. The Company recognized a loss of $3,733,397 on the conversions, which is
the difference between the prevailing market price of the shares on the date of
conversion and the conversion price. The balance of the convertible debenture at
September 30, 2008 totaled $0.
 
 Agreement
#2
 
 On August
30, 2007 the Company entered into a Securities Purchase Agreement with La Jolla
Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 7 1⁄4 % Convertible
Debenture for $300,000 with a maturity date of August 30, 2010 if not earlier
converted by La Jolla into shares of the Company's Common Stock and (ii) issue
to La Jolla a Warrant to Purchase up to 3,000,000 shares of the Company's common
stock at price of $1 per share with an expiration date of August 30,
2010.
 
 Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire result
being divided by the Conversion Price. The Conversion Price equals the lesser of
(i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares
during the twenty days prior to conversion. If La Jolla elects to convert, the
Company has the right to pay off the amount of debt to be converted including
accrued interest, however, if the trading price of the Company's common shares
is less than $.25 at the time of La Jolla elects to convert, the Company may pay
off the amount of debt and accrued interest to be converted with a 20% penalty
thereon. The Company has the right to prepay any or all of the outstanding
principal balance and accrued interest due at anytime in an amount equal to 120%
of such outstanding balance and accrued interest.
 
 The
Company valued the convertible debenture (imputing an interest rate of 4.87%)
and the related beneficial conversion option to convert the principal balance
into shares using the “Relative Fair Value” approach.  Accordingly,
the Company recognized a $300,000 discount on the $300,000 principal amount of
the convertible debenture. The discount was amortized over the life of the
debenture. Interest charged to operation on the debenture for the six months
ending September 30, 2008 and 2007 amounted to $64,737 and $0, respectively.
Interest charged to operation on the discount for the six months ending
September 30, 2008 and 2007 amounted to $161,874 and $0,
respectively.
 
 On
September 19, 2008, the Company paid this debt in full and no further obligation
is due.
 
 
 Agreement
#3
 
 On
October 16, 2007 the Company entered into a Securities Purchase Agreement with
La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 8 %
Convertible Debenture for $250,000 with a maturity date of October 16, 2010 if
not earlier converted by La Jolla into shares of the Company's Common Stock and
(ii) issue to La Jolla a Warrant to Purchase up to 2,500,000 shares of the
Company's common stock at price of $1 per share with an expiration date of
October 16, 2010.
 
 Under the
terms of the convertible debenture, La Jolla can convert the debt or any portion
thereof.  The number of common shares into which the debenture may be
converted is equal to the dollar amount of the Debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of debenture being converted, the entire result
being divided by the Conversion Price. The Conversion Price equals the lesser of
(i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares
during the twenty days prior to conversion. If La Jolla elects to convert, the
Company has the right to pay off the amount of debt to be converted including
accrued interest, however, if the trading price of the Company's common shares
is less than $.25 at the time of La Jolla elects to convert, the Company may pay
off the amount of debt and accrued interest to be converted with a 20% penalty
thereon. The Company has the right to prepay any or all of the outstanding
principal balance and accrued interest due at anytime in an amount equal to 120%
of such outstanding balance and accrued interest.
 
 The
Company has valued the convertible debenture (imputing an interest rate of
4.97%) and the related beneficial conversion option to convert the principal
balance into shares using the “Relative Fair Value”
approach.  Accordingly, the Company recognized a $250,000 discount on
the $250,000 principal amount of the convertible debenture. The discount is
being amortized over the life of the 3 year life of the debenture. Interest
charged to operation on the debenture for the six months ending September 30,
2008 and 2007 amounted to $0 and $0, respectively. Interest charged to operation
on the discount for the six months ending September 30, 2008 and 2007 amounted
to $0 and $0, respectively.
 
 On
December 7, 2007, the Company made a prepayment on the convertible debenture in
the amount of $75,000.  On January 25, 2008, the Company paid this
debt in full and no further obligation is due.
   F-14
 Table of Contents
 
 Agreement
#4
 
 The
Company completed a $1,500,000 financing pursuant to a Securities Purchase
Agreement dated effective December 31, 2007 with Trafalgar Capital Specialized
Fund, Luxembourg ("Trafalgar") for Trafalgar to loan $1,500,000 to the Company
(the "Loan") pursuant to a secured Promissory Note (the "Note") dated December
31, 2007 with an annual interest rate of 10% due in monthly payments of interest
only for the first two months and then commencing three (3) months from the date
of the Note, principal and interest amortized over the remaining twenty five
months of the Loan and a monthly redemption premium of 15% of the payment is
payable in monthly installments with all principal and accrued but unpaid
interest due on or before March 30, 2010.
 
 Trafalgar
is entitled, at its option, to convert until the Note is fully paid all or any
part of the principal amount of the Note, plus accrued interest, into shares of
the Company's common stock, at the price per share equal to $0.17 when the
Common Stock is trading at or above $0.40 per share.  If the Company
fails to make a monthly payment within 5 days of its due date, then Trafalgar
can convert its debt into shares of the Company's common stock at a price per
share equal to eighty-five percent (85%) of the lowest daily closing bid
price of the Company's Common Stock, as quoted by Bloomberg, LP, for the ten
trading days immediately preceding the Conversion Date.
 
 The
Company issued 18,000,000 shares of its common stock and a third party
non-affiliate issued an additional 6,000,000 shares into escrow as additional
security for the loan.
 
 As long
as the Note is not in default and the trading price of the Company's common
stock is $.40 per share or higher, the Company has the right to pay down all or
a portion of the principal balance and accrued interest plus a 15% redemption
fee. The funds from the loan will be used in conjunction with the Company's
Tennessee prospect and specific corporate overhead.
 
 In the
event that the Company authorizes a stock split or a stock dividend, the
conversion price in effect immediately prior to such split or dividend will be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of split, dividend or combination
as the case may be.
  The
Company is required to prepare and file, no later than thirty days from the date
of failing to make any cash payment, including the applicable cure period
(“Scheduled Filing Deadline”), a registration statement with the SEC under the
1933 Act for the registration for the resale by Trafalgar of at least two times
the number of shares which are anticipated to be issued upon conversion of the
Note. The Company shall cause the Registration Statement to remain effective
until all of the converted shares have been sold.
 
 In the
event the Company fails to file the registration statement ,or it does not
become effective within 60 days of the filing deadline (“Scheduled Effective
Date”), or sales cannot be made due to a fault in the registration statement,
the Company is required to pay as liquidated damages to Trafalgar, at its
option, either a cash amount or shares of the Company's common stock within
three (3) business days, after demand therefore, equal to two percent (2%) of
the liquidated value of the Note outstanding as for each thirty (30) day period
(or any part thereof) after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.
 
 As
additional consideration for the debt facility, Trafalgar has the right to
accept monthly repayment of principle and interest (approximately $70,000 per
month) in the form of common shares only if the common stock price is trading
above $.40 per share. Trafalgar would then have the right to receive such
monthly payment(s) at a fixed conversion price of $.17 per share subject to
certain potential adjustments.
 
 The funds
from the loan will be used in conjunction with the Company's Tennessee prospect
and specific corporate overhead.
 
 Interest
charged to operation on the debenture for the six months ending September 30,
2008 and 2007 amounted to $131,128 and $0, respectively.
 
 The
outstanding balance of the obligation is $1,117,854 at September 30,
2008.
 
 Agreement
#5
 
 The
Company completed a $2,300,000 financing pursuant to a Securities Purchase
Agreement dated effective May 21, 2008 with Trafalgar Capital Specialized Fund,
Luxembourg ("Trafalgar") for Trafalgar to loan $2,300,000 to the Company (the
"Loan") pursuant to a secured Promissory Note (the "Note") dated May 21, 2008
with an annual interest rate of 10% due in monthly payments of interest only for
the first two months and then commencing three (3) months from the date of the
Note, principal and interest amortized over the remaining twenty five months of
the Loan and a monthly redemption premium of 15% of the payment is payable in
monthly installments with all principal and accrued but unpaid interest due on
or before August 21, 2010.
 
 Trafalgar
is entitled, at its option, to convert until the Note is fully paid all or any
part of the principal amount of the Note, plus accrued interest, into shares of
the Company's common stock, at the price per share equal to $0.081 when the
Common Stock is trading at or above $0.30 per share.  If the Company
fails to make a monthly payment within 5 days of its due date, then Trafalgar
can convert its debt into shares of the Company's common stock at a price per
share equal to eighty-five percent (85%) of the lowest daily closing bid
price of the Company's Common Stock, as quoted by Bloomberg, LP, for the ten
trading days immediately preceding the Conversion Date.
 
 The
Company issued 2,300,000 shares of its common stock into escrow as additional
security for the loan.
 
 As long
as the Note is not in default and the trading price of the Company's common
stock is $.30 per share or higher, the Company has the right to pay down all or
a portion of the principal balance and accrued interest plus a 15% redemption
fee. The funds from the loan will be used in conjunction with the Company's
Kentucky prospect and specific corporate overhead.
 
 In the
event that the Company authorizes a stock split or a stock dividend, the
conversion price in effect immediately prior to such split or dividend will be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of split, dividend or combination
as the case may be.
  The
Company is required to prepare and file, no later than thirty days from the date
of failing to make any cash payment, including the applicable cure period
(“Scheduled Filing Deadline”), a registration statement with the SEC under the
1933 Act for the registration for the resale by Trafalgar of at least two times
the number of shares which are anticipated to be issued upon conversion of the
Note. The Company shall cause the Registration Statement to remain effective
until all of the converted shares have been sold.
 
 In the
event the Company fails to file the registration statement ,or it does not
become effective within 60 days of the filing deadline (“Scheduled Effective
Date”), or sales cannot be made due to a fault in the registration statement,
the Company is required to pay as liquidated damages to Trafalgar, at its
option, either a cash amount or shares of the Company's common stock within
three (3) business days, after demand therefore, equal to two percent (2%) of
the liquidated value of the Note outstanding as for each thirty (30) day period
(or any part thereof) after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.
 
 As
additional consideration for the debt facility, Trafalgar has the right to
accept monthly repayment of principle and interest (approximately $115,000 per
month) in the form of common shares only if the common stock price is trading
above $.30 per share. Trafalgar would then have the right to receive such
monthly payment(s) at a fixed conversion price of $.081 per share subject to
certain potential adjustments.
 
 The funds
from the loan will be used in conjunction with the Company's Kentucky prospect
and specific corporate overhead.
 
 Interest
charged to operation on the debenture for the six months ending September 30,
2008 and 2007 amounted to $71,300 and $0, respectively.
 
 The
outstanding balance of the obligation is $2,208,000 at September 30,
2008.  The Company failed to pay the required monthly repayment of
principle and interest on September 21, 2008 and therefore the loan is in
default.  According to the terms of the agreement, upon failure to
make a payment within five days of its due date, Trafalgar has the right to
convert the balance of the obligation due into shares of the Company's stock at
a price per share equal to eighty-five percent (85%) of the lowest daily closing
bid price of the Company's Common Stock.  At September 30, 2008, the
Company recorded a derivative liability in the amount of $3,247,059 on the
potential forced conversion, pursuant to EITF 00-19 paragraph 4.
 
 Agreement
#6
 
 The
Company completed a $1,200,000 financing pursuant to a Securities Purchase
Agreement dated effective August 18, 2008 with Trafalgar Capital Specialized
Fund, Luxembourg ("Trafalgar") for Trafalgar to loan $1,200,000 to the Company
(the "Loan") pursuant to a secured Promissory Note (the "Note") dated August 18,
2008 with an annual interest rate of 10% due in monthly payments of interest
only for the first two months and then commencing three (3) months from the date
of the Note, principal and interest amortized over the remaining twenty five
months of the Loan and a monthly redemption premium of 15% of the payment is
payable in monthly installments with all principal and accrued but unpaid
interest due on or before October 18, 2010.
 
 Trafalgar
is entitled, at its option, to convert until the Note is fully paid all or any
part of the principal amount of the Note, plus accrued interest, into shares of
the Company's common stock, at the price per share equal to $0.081 when the
Common Stock is trading at or above $0.30 per share.  If the Company
fails to make a monthly payment within 5 days of its due date, then Trafalgar
can convert its debt into shares of the Company's common stock at a price per
share equal to eighty-five percent (85%) of the lowest daily closing bid
price of the Company's Common Stock, as quoted by Bloomberg, LP, for the ten
trading days immediately preceding the Conversion Date.
 
 The
Company issued 4,700,000 shares of its common stock into escrow as additional
security for the loan.
 
 As long
as the Note is not in default and the trading price of the Company's common
stock is $.30 per share or higher, the Company has the right to pay down all or
a portion of the principal balance and accrued interest plus a 15% redemption
fee. The funds from the loan will be used in conjunction with the Company's
Kentucky prospect and specific corporate overhead.
 
 In the
event that the Company authorizes a stock split or a stock dividend, the
conversion price in effect immediately prior to such split or dividend will be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of split, dividend or combination
as the case may be.
  The
Company is required to prepare and file, no later than thirty days from the date
of failing to make any cash payment, including the applicable cure period
(“Scheduled Filing Deadline”), a registration statement with the SEC under the
1933 Act for the registration for the resale by Trafalgar of at least two times
the number of shares which are anticipated to be issued upon conversion of the
Note. The Company shall cause the Registration Statement to remain effective
until all of the converted shares have been sold.
 
 In the
event the Company fails to file the registration statement ,or it does not
become effective within 60 days of the filing deadline (“Scheduled Effective
Date”), or sales cannot be made due to a fault in the registration statement,
the Company is required to pay as liquidated damages to Trafalgar, at its
option, either a cash amount or shares of the Company's common stock within
three (3) business days, after demand therefore, equal to two percent (2%) of
the liquidated value of the Note outstanding as for each thirty (30) day period
(or any part thereof) after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.
 
 As
additional consideration for the debt facility, Trafalgar has the right to
accept monthly repayment of principle and interest (approximately $67,500 per
month) in the form of common shares only if the common stock price is trading
above $.30 per share. Trafalgar would then have the right to receive such
monthly payment(s) at a fixed conversion price of $.081 per share subject to
certain potential adjustments.
 
 The funds
from the loan will be used in conjunction with the Company's Tennessee prospect
and specific corporate overhead.
 
 Interest
charged to operation on the debenture for the six months ending September 30,
2008 and 2007 amounted to $10,000 and $0, respectively.
 
 The
outstanding balance of the obligation is $1,200,000 at September 30,
2008.
 F-15
 Table of Contents
 Note
8. Payable to Others
 
 Wyoming Energy
Corp.
 
 Payable
to others consisted of $20,408 due to Wyoming Energy Corp, a corporation
previously owned by the Company's President, for the purchase of the TPU unit on
August 1, 2008 in the amount of $100,000.  The Company cancelled a
note receivable from Wyoming Energy Corp in the amount of $79,592 as part of the
transaction.
 
 Other
Payable
 
 On
September 15, 2008 the Company received an advance in the amount of $10,000 from
a third party.  The advance is due upon demand and non-interest
bearing.
 
 Note
9. Note Payable - Other
 
 Note
#1
 
 As
discussed in Note 3, Wyoming Energy Corp, a corporation previously owned by the
Company's President, returned its 10% interest in Permian Energy Services LLC in
order to bring the settlement with Permian to a successful conclusion. In
consideration for the loss of Wyoming's interest in the LLC, the Company
transferred its obligation to Permian to Wyoming under the same terms and
conditions.
 
 Under the
terms of the note, all principal and accrued interest was due two years from the
date of the note, on April 5, 2007.   Interest accrued and
charged to operations on this obligation accruing during the six months ended
September 30, 2008 and 2007 totaled $7,837 and $7,303, respectively. The total
balance of this obligation at September 30, 2008 is $264,272. During September
2008, the Company issued 6,000,000 shares of its common stock as a payment in
the amount of $60,000 for this debt.  The shares were valued at
$300,000 based upon the market value at the date of
issuance.  Accordingly, the Company recognized a $240,000 loss on
settlement of debt.
 
 Note
#2
 
 On
November 29, 2007 the Company borrowed $100,000 from an unrelated party under a
promissory note.  The terms of the note call for interest in the
amount of $5,000 and repayment of the principal and interest within 60
days.  The note also called for the issuance of 100,000 shares of the
Company's common stock in payment of a loan fee.   The loan fee
was valued at $22,000, which was based on the market price of the shares on the
date of issuance.  The loan fee is included in expense for the year
ended March 31, 2008. Interest accrued and charged to operations on this
obligation accruing during the six months ended September 30, 2008 and 2007
totaled $7,562 and $0, respectively. The total balance of this obligation at
September 30, 2008 is $101,233. The maturity date of the Note was extended to
March 31, 2009. Under the amended terms of the Note, interest is assessed on the
principal balance at an annual rate of 15%.
 
 Note
#3
 
 On
December 30, 2007 the Company acquired the remaining 75% working interest in the
Young County, Texas prospect through the issuance of a note payable to Zone
Petroleum, LLC in the amount of $210,000.  Pursuant to the note,
$10,000 is payable on or before February 15, 2008 and the remaining $200,000
accrues interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008 for a period of two years at which time all remaining
principal and accrued but unpaid interest shall be due and payable. Interest
accrued and charged to operations on this obligation accruing during the six
months ended September 30, 2008 and 2007 totaled $2,630 and $0, respectively.
The total balance of this obligation at September 30, 2008 is $0.
 
 Note
#4
 
 On
December 30, 2007 the Company acquired the remaining 75% working interest in the
Tennessee prospects through the issuance of a note payable to Homestead Oil and
Gas, Inc. in the amount of $320,000.  Pursuant to the note, $20,000 is
payable on or before February 15, 2008 and the remaining $300,000 accrues
interest at 8% per annum with interest only payments payable quarterly
commencing April 1, 2008 for a period of two years at which time all remaining
principal and accrued but unpaid interest shall be due and payable.
 
 On May
16, 2008, the Homestead agreed to cancel its 4% overriding royalty interest in
the Young County, Texas property in exchange for $500,000.  The
Company and Homestead modified the original note payable and entered into a new
note payable for a term of 18 months, accruing interest at 10% per
annum.
 
 Interest
accrued and charged to operations on this obligation accruing during the six
months ended September 30, 2008 and 2007 totaled $23,531 and $0, respectively.
The total balance of this obligation at September 30, 2008 is
$429,852.
 
 Note
#5
 
 Effective
January 17, 2008, the Company entered into an agreement with Energas to acquire
certain properties (See Note 6) in exchange for $2,300,000 of which $100,000 was
paid at the closing and $2,200,000 was paid by the Company executing a 7 1/2 %
interest non recourse promissory note (the "Note") secured by the assets
transferred to the Company. The Note further provides that the Company pay
Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and
commencing October 1, 2008, quarterly payments of interest only until January 1,
2010 when all outstanding principal and accrued but unpaid interest is due in
full. Interest accrued and charged to operations on this obligation accruing
during the six months ended September 30, 2008 and 2007 totaled $81,080 and $0,
respectively. The total balance of this obligation at September 30, 2008 is
$2,122,217.
 
 Note
#6
 
 On
February 20, 2008 the Company borrowed $200,000 from an unrelated party under a
promissory note.  The terms of the note call for interest to accrue at
15%, payment of accrued interest on a monthly basis and repayment of the
principal and any accrued but unpaid interest within one
year.  Interest accrued and charged to operations on this obligation
accruing during the six months ended September 30, 2008 and 2007 totaled $15,041
and $0, respectively. The total balance of this obligation at September 30, 2008
is $202,466.
 
 Note
#7
 
 On March
7, 2008 the Company borrowed $100,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $0 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $0.
  Note
#8
 
 On March
17, 2008 the Company borrowed $50,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a quarterly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $0 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $0.
 
 Note
#9
 
 On March
18, 2008 the Company borrowed $100,000 from an unrelated party under a
promissory note.  The terms of the note call for interest to accrue at
15%, payment of accrued interest on a monthly basis and repayment of the
principal and any accrued but unpaid interest within one
year.  Interest accrued and charged to operations on this obligation
accruing during the six months ended September 30, 2008 and 2007 totaled $8,096
and $0, respectively. The total balance of this obligation at September 30, 2008
is $101,233.
  Note
#10
 
 On April
25, 2008 the Company borrowed $50,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $3,432 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $50,616.
 
 Note
#11
 
 On April
25, 2008 the Company borrowed $50,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $1,644 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $0.
 
 Note
#12
 
 On June
9, 2008 the Company borrowed $75,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $1,697 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $17,459.
 
 Note
#13
 
 On June
10, 2008 the Company borrowed $50,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $3,000 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $0.
 
 Note
#14
 
 On July
10, 2008 the Company borrowed $25,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $842 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $25,308.
 
 Note
#15
 
 On July
10, 2008 the Company borrowed $25,000 from an unrelated party under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $842 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $25,308.
 
 Note
#16
 
 On July
10, 2008 the Company borrowed $100,000 from Wyoming Energy Corp, a corporation
previously owned by the Company's President under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $3,123 and $0, respectively. The total
balance of this obligation at September 30, 2008 is
$103,123.






F-16
 Table of Contents
 Note
10. Due to Related Parties
 
 Note Payable,
President
 
 As of
September 30, 2008, the Company owed its President, Blair Merriam, a total of
$235,178 under various loan obligations, including accrued
interest.  The loans are assessed interest at an annual rate of
12%.  Interest charged to operations for the six months ended
September 30, 2008 and 2007 on these loans totaled $13,625 and $16,271,
respectively. In addition, under the terms of the loans, until the principal
loans balance and accrued interest are paid in full, the President has the right
to convert the obligation due him, including accrued interest, into shares of
the Company's common stock at $0.17 per share.
 
 On June
13, 2008, the Company issued 200,000 shares of Preferred D stock to Mr. Merriam
in payment of $20,000 of debt.  The shares had a fair value of
$2,200,000.  Accordingly, the Company recognized a loss of $2,180,000
on the settlement of debt.
 
 Note Payable,
Employee
 
 On July
14, 2008 the Company borrowed $40,000 from an employee under a promissory
note.  The terms of the note call for interest to accrue at 15%,
payment of accrued interest on a monthly basis and repayment of the principal
and any accrued but unpaid interest within one year.  Interest accrued
and charged to operations on this obligation accruing during the six months
ended September 30, 2008 and 2007 totaled $1,250 and $0, respectively. The total
balance of this obligation at September 30, 2008 is $40,500.
 
 
 Note
11. Shareholders' Deficit
 
 Preferred
Stock
 
 In
September 2006, 5,000 shares of the Company's Series B Preferred Stock were
converted into 500,000 shares of the Company's common stock.
 
 In
January 2007, the Company issued 22,500 shares of its Series B Preferred Stock
in consideration for certain oil and gas leases and options (see Note
5).
 
 In
January 2007, the Company issued 25,000 shares of its Series B Preferred Stock
in exchange for the acquisition of certain oil and gas leases and options (see
Note 6).
 
 In March
2007, the Company issued 20,000 shares of its Series B Preferred Stock in
consideration for consulting services valued at $280,000.
 
 On
October 12, 2006, the Company issued 3,600 shares of its Series C Preferred
Stock in exchange for a 90-day option to acquire certain oil and gas leases in
Lloyd and Briscoe Counties, Texas. (See Note 6)
 
 In March
2007, 5,000 shares of the Company's Series B Preferred Stock were converted into
500,000 shares of the Company's common stock
 
 In April
2007, the Company issued 12,464 shares of its Series B Preferred Stock in
exchange for the extension of an option to acquisition of certain oil and gas
leases. The shares were valued at $149,568 based upon the market price of the
underlying common shares at date of issuance.
 
 In June
2007, the Company issued 61,091 shares of its Series A Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $171,055 based upon the market price of the underlying common shares
at date of issuance.
 
 In June
2007, the Company issued 6,500 shares of its Series B Preferred Stock in
exchange for the acquisition of certain oil and gas leases. The shares were
valued at $182,000 based upon the market price of the underlying common shares
at date of issuance.
 
 In
November 2007, the Company issued 2,500 shares of its Series B Preferred Stock
in exchange for consulting fees. The shares were valued at $63,750 based upon
the market price of the underlying common shares at date of
issuance.
 
 In March
2008, the Company issued 100,000 shares of its Series F Preferred Stock in
exchange for certain properties (See Note 6). The shares were valued at
$1,440,000 based upon the market price of the underlying common shares at date
of issuance.
 
 In April
2008, the Company issued 12,500 shares of its Series D Preferred Stock for
services rendered by consultants.  The shares were valued at $112,500,
based upon the market price of the underlying common shares at date of
issuance.
 
 In April
2008, the Company issued 2,000 shares of its Series C Preferred Stock for a loan
fee.  The shares were valued at $20,000, based upon the market price
of the underlying common shares at date of issuance.
 
 In April
2008, the Company issued 10,000 shares of its Series D Preferred Stock for a
loan fee.  The shares were valued at $120,000, based upon the market
price of the underlying common shares at date of issuance.
 
 In May
2008, the Company issued 5,000 shares of its Series D Preferred Stock for
services rendered by a consultant.  The shares were valued at $50,000,
based upon the market price of the underlying common shares at date of
issuance.
 
 In May
2008, the Company issued 3,500 shares of its Series D Preferred Stock for
interest expense.  The shares were valued at $31,500, based upon the
market price of the underlying common shares at date of issuance.
 
 In June
2008, the Company issued 3,500 shares of its Series D Preferred Stock for
interest expense.  The shares were valued at $35,000, based upon the
market price of the underlying common shares at date of issuance.
 
 In June
2008, the Company issued 1,000 shares of its Series D Preferred Stock for a loan
fee.  The shares were valued at $9,000, based upon the market price of
the underlying common shares at date of issuance.
 
 In June
2008, the Company issued 4,500 shares of its Series D Preferred Stock for
accrued compensation.  The shares were valued at $45,000, based upon
the market price of the underlying common shares at date of
issuance.  Accordingly, the Company recognized a $21,000 loss on the
settlement of debt.
 
 In June
2008, the Company issued 3,000 shares of its Series D Preferred Stock for a loan
fee.  The shares were valued at $30,000, based upon the market price
of the underlying common shares at date of issuance.
 
 In June
2008, the Company issued 7,500 shares of its Series D Preferred Stock to its
three directors for services rendered.  The shares were valued at
$75,000, based upon the market price of the underlying common shares at date of
issuance.
 
 In June
2008, the Company issued 1,000 shares of its Series D Preferred Stock for a loan
fee.  The shares were valued at $10,000, based upon the market price
of the underlying common shares at date of issuance.
 
 In June
2008, the Company issued 200,000 shares of its Series D Preferred Stock to its
President, Blair Merriam for the cancellation of $20,000 of debt.  The
shares were valued at $2,200,000, based upon the market price of the underlying
common shares at date of issuance.  Accordingly, the Company
recognized a $2,180,000 loss on the settlement of debt.
 
 In June
2008, the Company issued 10,000 shares of its Series D Preferred Stock for
services rendered by a consultant.  The shares were valued at
$100,000, based upon the market price of the underlying common shares at date of
issuance.
 
 In June
2008, the Company issued 11,500 shares of its Series D Preferred Stock to
certain employees for safety rewards.  The shares were valued at
$115,000, based upon the market price of the underlying common shares at date of
issuance.
 
 In July
2008, the Company issued 11,500 shares of its Series D Preferred Stock for a
loan fee.  The shares were valued at $171,500, based upon the market
price of the underlying common shares at date of issuance.
 
 In July
2008, 20,000 shares of the Company's Series B Preferred Stock were converted
into 2,000,000 shares of its Common Stock.
 
 In August
2008, the Company issued 4,000 shares of its Series D Preferred Stock for
services rendered.  The shares were valued at $36,000, based upon the
market price of the underlying common shares at date of issuance.
 
 In August
2008, 54,982 shares of the Company's Series A Preferred Stock were converted
into 549,820 shares of its Common Stock.
 
 In August
2008, the company and a consultant mutually agreed to cancel a consultant
agreement and the consultant returned the 12,500 shares of the Company's Series
D Preferred Stock for cancellation.  Originally, the Company
classified the value of the shares issued as a prepaid expense which was being
amortized over the term of the agreement.  At the date of
cancellation, the unamortized balance of $279,456 was reclassified from prepaid
expense to equity.
 
 In
September 2008, the Company issued 5,000 shares of its Series D Preferred Stock
for services rendered.  The shares were valued at $35,000, based upon
the market price of the underlying common shares at date of
issuance.
 
 In
September 2008, 30,000 shares of the Company's Series D Preferred Stock were
converted into 3,000,000 shares of its Common
Stock.


F-17
 Table of Contents
   Common
Stock
 
 In April
2006, the Company issued a total of 1,225,000 rule 144 shares of its common
stock in exchange for $61,250.
 
 In April
2006, Clark returned the 2,025,000 shares of the Company's common stock as
required in the April 5, 2006 settlement agreement (See Note 3). These shares
were subsequently cancelled by the Company.
 
 In
October 2006, the Company issued a total of 700,300 shares of its rule 144
common stock in payment of debt to a note holder in the amount of $35,015 (see
Note 6).  The aggregate fair value of the shares issued was $63,027;
accordingly, the Company recorded a $28,012 loss on settlement of
debt.
 
 In
November 2006, the Company issued a total of 1,250,000 shares of its rule 144
common stock in consideration for investor relations services.
 
 In
January 2007, the Company issued 50,000 shares of its rule 144 common stock as
additional consideration on a $50,000 loan (See Note 6).
 
 In
February 2007, the Company issued 750,000 shares of its rule 144 common stock in
consideration for consulting agreement Services valued at $93,375 based upon the
market price of shares on date of issuance.
 
 In March
2007, the Company issued 2,200,000 shares of its common stock in consideration
for the cancellation of $4,400 of indebtedness (See Note 6). The aggregate fair
value of the shares issued was $286,000; accordingly, the Company recorded a
$281,600 loss on settlement of debt.  These shares cannot be sold in
the U.S. market for five years.
 
 In April
2007, the Company issued 1,266,667 shares of its common stock in exchange for
the cancellation of $3,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $135,533 on the conversion. These
shares cannot be sold in the U.S. market for five years.
 
 In April
2007, the Company issued 2,200,000 shares of its common stock in exchange for
the cancellation of $4,800 of indebtedness due on certain convertible
debentures. The company recognized a loss of $237,200 on the conversion. These
shares cannot be sold in the U.S. market for five years.
 
 In June
2007, the Company issued 1,400,000 shares of its common stock in consideration
for consulting services. The services were valued at $182,000, which was based
on the market value of the shares on date of issuance.
 
 In June
2007, the Company issued 50,000 shares of its common stock in consideration for
extending the due date of a note payable.  The shares were valued at
$9,500, which was based on the market value of the shares on date of
issuance.
 
 In June
2007, the Company issued 1,833,333 shares of its common stock in exchange for
the cancellation of $5,500 of indebtedness due on certain convertible
debentures. The company recognized a loss of $397,833 on the conversion. These
shares cannot be sold in the U.S. market for five years.
 
 In June
2007, the Company issued 8,800,000 shares of its common stock in exchange for
the cancellation of $4,400 of indebtedness due on certain convertible
debentures. The company recognized a loss of $2,481,600 on the conversion. These
shares cannot be sold in the U.S. market for five years.
 
 In June
2007, the Company issued 1,000,000 shares of its common stock in consideration
for consulting services. The services were valued at $190,000, which was based
on the market value of the shares on date of issuance.
 
 In July,
2007, the Company issued 53,571 shares of its common stock in payment of wages
earned.  The shares were valued at $15,000, which was based on the
market value of the shares on date of issuance.
 
 In July
2007, the Company issued 300,000 shares of its common stock in accordance with
an employment agreement on time stock grant.  The shares were valued
at $84,000, which was based on the market value of the shares on the date of
issuance.
 
 In August
2007, the Company issued 3,900,000 shares of its common stock in exchange for
the cancellation of $11,700 of indebtedness due on certain convertible
debentures.  The Company recognized a loss of $667,967 on the
conversion. These shares cannot be sold in the U.S. market for five
years.
 
 In
September 2007, the Company issued 7,900,000 shares of its common stock in
exchange for the cancellation of $23,700 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,624,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.
 
 In
September 2007, the Company issued 100,000 shares of its common stock in
consideration for consulting services.  The services were valued at
$9,000, which was based on the market value of the shares on the date of
issuance.
 
 In
September 2007, the Company issued 202,500 shares of its common stock in
exchange for the cancellation of $19,737 of indebtedness due on certain accounts
payable.  The Company recognized a loss of $23,576 on the
issuance.
 
 In
September 2007, the Company issued 37,500 shares of its common stock in
consideration for legal services.  The services were valued at $8,438,
which was based on the market value of the shares on the date of
issuance.
 
 In
October 2007, the Company issued 500,000 shares of its common stock for five
units in the Rick Newell Agreement.  See Note 6.
 
 In
November 2007, the Company issued 8,000,000 shares of its common stock in
exchange for the cancellation of $24,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $2,088,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.
 
 In
November 2007, the Company issued 300,000 shares of its common stock for three
units in the Rick Newell Agreement.  See Note 6.
 
 In
November 2007, the Company issued 100,000 shares of its common stock in payment
of a loan fee.  The loan fee was valued at $22,000, which was based on
the market value of the shares on the date of issuance.
 
 In
December 2007, the Company issued 1,500,000 shares of its common stock in
exchange for the consulting services.  The services were valued at
$247,500, which was based on the market value of the shares on the date of
issuance.
 
 In
December 2007, the Company issued 6,000,000 shares of its common stock in
exchange for the cancellation of $3,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $897,000 on
the conversion. These shares cannot be sold in the U.S. market for five
years.
 
 In
December 2007, the Company issued 150,000 shares of its common stock for one and
one-half units in the Rick Newell Agreement.  See Note 6.
 
 In
December 2007, the Company issued 343,750 shares of its common stock in payment
of $55,000 of salary owed to one executive.
 
 In
January 2008, the Company issued 100,000 shares of its common stock for one unit
in the Rick Newell Agreement.  See Note 6.
 
 In
January 2008, the Company issued 5,025,000 shares of its common stock in
exchange for the consulting services.  The services were valued at
$979,850, which was based on the market value of the shares on the date of
issuance.
 
 In
January 2008, the Company issued 7,000,000 shares of its common stock in
exchange for the cancellation of $21,000 of indebtedness due on certain
convertible debentures.  The Company recognized a loss of $1,344,000
on the conversion. These shares cannot be sold in the U.S. market for five
years.
 
 In April
2008, the Company issued 180,000 shares of its common stock as the result of a
conversion of 1,800 shares of its Series C Preferred stock.
 
 In May
2008, the Company issued 2,100,100 shares of its common stock as the result of a
conversion of 21,001 shares of its Series B Preferred stock.
 
 In May
2008, the Company issued 912,300 shares of its common stock as the result of a
conversion of 9,123 shares of its Series B Preferred stock.
 
 In June
2008, the Company issued 352,942 shares of its common stock in exchange for the
consulting services.  The services were valued at $35,294, which was
based on the market value of the shares on the date of issuance.
 
 In August
2008, the Company issued 500,000 shares of its common stock as the result of a
conversion of 5,000 shares of its Series B Preferred stock.
 
 In August
2008, the Company issued 1,500,000 shares of its Common Stock for services
rendered.  The shares were valued at $150,000, based upon the market
price of the shares on the date of issuance.
 
 In August
2008, the Company issued 400,000 shares of its Common Stock for certain
investment properties.  The shares were valued at $40,000, based upon
the market price of the shares on the date of issuance.
 
 In
September 2008, the Company issued 5,088,865 shares of its Common Stock for loan
fees.  The shares were valued at $493,926, based upon the market price
of the shares on the date of issuance.
 In
September 2008, the Company issued 5,733,334 shares of its Common Stock for
$300,000.
 
 In
September 2008, the Company issued 6,000,000 shares of its common stock in
consideration for the cancellation of $60,000 of indebtedness (See Note 9). The
aggregate fair value of the shares issued was $300,000; accordingly, the Company
recorded a $240,000 loss on settlement of debt.
 
 Stock
Warrants
 
 At March
31, 2008, there were total warrants outstanding to purchase 8,000,000 shares of
rule 144 common stock at $0.25; 500,000 shares of rule 144 common stock at $0.50
and 3,000,000 shares of common stock at $1.00. The expiration dates of the
warrants vary from January 17, 2010 to March 31, 2013.  During the
year ended March 31, 2008, the Company issued an extension for certain warrants
and accordingly, recorded an expense of $35,767 associated with the expiration
of the warrants.  Also during the year ended March 31, 2008 the
Company issued 11,500,000 warrants, included above, and accordingly recorded an
expense of $125,904 associated with the amortization of these warrants over
their respective life.
 
 Employee Stock Option
Plan
 
 On March
25, 2005, the Company established a stock option plan for officers, directors,
employees and consultants. Under the plan, certain options issued will
constitute “Incentive Stock Options” within the meaning of section 422A of the
Internal Revenue Code, and other options issued will be deemed nonstatutory. The
Company's Board of Directors is responsible for the plan and the granting of the
options.  The number of common shares reserved to be issued through
the plan is 3,000,000. Options are exercisable for as period up to ten years
from the date of grant. The Company's Board of Directors decides the actual term
of each option. Options granted to employees are subject to a vesting schedule
based upon the number of years of continuous service that the employee has with
the Company from the grant date of the respective option. After three years of
continuous service from the date of grant, the respective options held by an
employee are fully vested. The price for shares issued through the exercise of
incentive stock options are at fair market value for all employees with the
exception of employees who are significant shareholders, who will pay no less
than 110% of market value. The price for shares issued through the exercise of
nonstatutory options shall be decided by the Company's Board, but at a price no
less than 100% of the shares market value at date of grant.
 
 On March
28, 2007, the Company granted stock options for a total of 3,000,000 common
shares. The options were issued to its management and its employee under its
2005 Stock Option Plan. The options are exercisable any time through March 27,
2012 at a price of $.09 per share. The agreements limit the amount of shares
exercised per holder in any year to 100,000. These options were valued using the
Black-Scholes option pricing model using the following assumptions: term
of 5 years, a risk-free interest rate of 4.50%, a dividend yield
of 0% and volatility of 139%.  Compensation recognized on
the above option grants was $215,500 which will be charged to operations over
the next five years.  For the year ended March 31, 2008, amortization
of the options was $43,100.
 
 On March
28, 2007, the Company granted a consultant options to purchase 200,000 shares of
its common stock at a price of $0.10 per share, the option expires on March 27,
2010.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 3 years, a risk-free
interest rate of 4.49%, a dividend yield of 0% and volatility
of 139%. . Compensation recognized on the above option grant was $13,940
which was charged to operations at March 31, 2007,
 
 On April
13, 2007, the Company granted a consultant options to purchase 200,000 shares of
its common stock at a price of $0.10 per share, the option expires on April 12,
2010.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 3 years, a risk-free
interest rate of 4.71%, a dividend yield of 0% and volatility
of 164%. Compensation recognized on the above option grant was $17,100
which was charged to operations during the year ended March 31,
2008,
 
 On June
7, 2007, the Company granted a consultant options to purchase 1,000,000 shares
of its common stock at a price of $0.28 per share, the option expires on June 7,
2012.  The options were valued using the Black-Scholes option pricing
model using the following assumptions: term of 5 years, a risk-free interest
rate of 4.71%, a dividend yield of 0% and volatility of
164%.  Compensation recognized on the above option grant was $262,200
which will be charged to operations over the next five years.  For the
year ended March 31, 2008, amortization of the options was $39,330.
 
 Note
12. Related Parties
 
 Stock
Options
 
 The
Company had granted stock options to related parties to purchase shares of the
Company common stock. As of September 30, 2008, the 4,000,000 stock options
outstanding were all issued to related parties (see Note 9).
 
 Noncash
Transactions
 
 For the
six months ended September 30, 2008 and 2007, the Company accrued $0 and
$75,000, respectively, for compensation due its officers for services rendered.
The balances due to these officers at September 30, 2008 totaled
$383,000.
 
 Note
13. Subsequent Event
 
 Through
November 19, 2008, the Company has failed to make the required monthly interest
and principal payments to Trafalgar in the first loan agreement for the month of
October, in the second loan agreement for the months of September and October,
and in the third loan agreement for the month of November.  The Company is
currently in discussions with Trafalgar.  The consequences of the defaults
to the Company if not cured are presently
unknown.


F-18
 Table of Contents






ITEM
2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
 General
 
 Platina
Energy Group Inc. (the “Company”) is an early stage, independent oil and gas
exploration and production company headquartered in Dallas,
Texas.  The Company is engaged primarily in the exploration and
development of oil and gas properties, currently in the States of Texas,
Oklahoma, Tennessee, Kentucky and Wyoming.  The Company will continue
to engage in a broad range of activities associated with the oil and gas
business in an effort to develop oil and gas reserves, and to produce crude oil
and natural gas as its principal products.  The Company anticipates
its activities will continue to include acquiring interests in oil or gas
properties located in established fields; managing and participating in
developmental drilling operations; acquiring interests in producing oil or gas
properties; acquiring and participating in tertiary recovery technologies on
existing wells using thermal dynamic pulse units (“TPU’s”), which involve a
proprietary, enhanced oil recovery technology; and licensing technologies that
enhance oil and gas recovery.  The Company has evolved from primarily
focusing on the TPU technology in 2005 to emphasizing the development of the
Company’s leased properties since 2007.  As a result of shareholder
encouragement coupled with increased commodity prices, beginning near the end of
fiscal 2007 until the present, the Company has focused more heavily on lease
acreage acquisitions, the drilling of new wells and tertiary recovery procedures
on existing wells, while also continuing to develop the TPU technology and
another technology that the Company has acquired.
 
 The
Company was incorporated under Delaware law on January 19, 1988 as
"Windom."  After incorporation, the Company went through several
unrelated transactions involving other businesses that have subsequently been
divested.  A further subsequent restructure of the Company on June 25,
2005 resulted in the name change to “Platina Energy Group Inc.” with a new
business focus on the oil and gas sector.
 
 The
corporate address is 14850 Montfort Dr. Suite 131, Dallas, Texas 75254-6750. The
main telephone number is (972)-458-9601.  The Company website address
is www.PlatinaEnergyGroup.com.
 
 There can
be no assurance that we will be successful in our exploration, development, and
production activities. The oil and gas business involves numerous risks, the
principal ones of which are described in the section captioned “Risk Factors” in
our Annual Report on Form 10-KSB for the year ended March 31, 2008.
 
 Listed
below are key Company events that occurred in the second quarter of 2009, which
should be considered together with default in our credit facility discussed
briefly immediately after the following and more extensively elsewhere
herein:
 
 *
              After
      taking delivery of a compressor that can handle up to 3,000 MCF per day,
      the Company got online during the last half of July two wells drilled in
      June on its Laurel County, Kentucky acreage.  These wells were
      free flowing out of open bore holes, and one was lifting seven barrels of
      oil per day with the gas.  After approximately 30 days, the
      wells’ production fell to next-to-nothing, and the wells are now requiring
      an acid frac completion.  Because those wells were so successful
      initially, the Company drilled an additional 10 wells, stopping at a total
      of 12 wells on its Laurel County, Kentucky acreage.  Due to a
      reduction of the related funding commitment, the Company was unable to
      complete eight of these 12 wells and to frac only two of
      them.  The fracing of these two wells did not result in the
      production that the Company expected or wanted.  As a result ,
      the Company intends to refrac these wells on December 10, 2008, subject to
      the availability of funds
therefore.
 
 *
              The
      Company had five miles of gathering pipelines installed to the 12 new
      wells on its Laurel County, Kentucky
acreage.
 
 *
              The
      pipeline for the Hawkins County, Tennessee was repaired after the fire
      that damaged it.  The compressor previously used on the Laurel
      County, Kentucky acreage was put into service very effectively on the
      smaller producing wells in Hawkins County,
  Tennessee.
 
 *
              The
      Young County, Texas acreage had a large rework project that brought on
      seven of the old wells and three water injection wells that work in
      conjunction, and produced more than 200 barrels in the first 30 days of
      going online.
 
 *
              The
      Seminole County, Oklahoma wells had a survey done by Excalibur
      Inc.  The survey gives reason to believe that the wells may
      involve a substantial behind-the-pipe reserve.  Subject to
      available funds, the Company intends to schedule a re-completion for the
      third quarter 2009, and the Company estimates that production will be 50
      barrel per day
 
 Notwithstanding
the preceding, subsequent to the end of the Company’s second quarter 2009, the
Company received on October 15, 2008 a notice of default from Trafalgar Capital
Specialized Fund, Luxembourg ("Trafalgar") for failure to make the Company’s
September and October 2008 payments due to Trafalgar.  The Company has
also not remitted to Trafalgar the Company’s payment due for November
2008.  The aggregate amount of these three payments is approximately
$245,000_.  The Company is currently in negotiations with Trafalgar
and has made a good faith payment of $50,000.  Our management is
hopeful of an amicable outcome and is working toward that goal with management
and consultants ofTrafalgar, although
there can be no assurance that such an outcome will occur.  For more
information about the Trafalgar loans and associated risks, see “ITEM
2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Liquidity and Capital Resources.”  For
more information about the risk of these loans, see the risk factor captioned
"The current lending transactions, which are secured by all of Platina’s assets,
feature limiting operating covenants and require substantial future payments,
expose the Company to certain risks and may adversely affect the ability to
operate the business" in ITEMS 1 and 2. DESCRIPTION OF BUSINESS AND PROPERTIES -
RISK FACTORS of our Annual Report on Form 10-KSB for the year ended March 31,
2008.


1
 Table of Contents




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Report. In addition to
historical information, the discussion in this Report contains forward-looking
statements that involve risks and uncertainties. Actual results could differ
materially from those anticipated by these forward-looking statements due to
factors including, but not limited to, those factors set forth elsewhere in this
Report and in the section captioned "RISK FACTORS" in our Annual Report on Form
10-KSB for the year ended March 30, 2008.







Results
of Operations
 
 For the Three Months Ended
September 30, 2008 Compared to the Three Months Ended September 30,
2007
 
 Revenues.  The
Company had $122,279 in income earned during the exploratory stage in the second
quarter of fiscal 2009, while the Company had $2,826 in the second quarter of
fiscal 2008.
 
 Expenses. Operating expenses
increased to $1,543,123 in the second quarter of fiscal 2009 from $609,054 in
the second quarter of fiscal 2008.
 
 General
and administrative expenses were $1,487,666 and $608,778, respectively, for the
three months ended September 30, 2008 and 2007.  The major expenses
incurred during each of the quarters were:
 
 
 3
      months ended9/30/2008
              9/30/2007Consulting
      fess
              $       1,102,544
              $      439,681Payroll
      and related benefits and taxes
              98,691
              80,852Professional
      fees
              101,803
              38,968Amortization
      - licenses
              56,191
              12,411Travel
              38,140
              6,947Advertising
              32,022
              -Public
      Relations
              22,430
              -Liability
      insurance
              14,228
              2,563Rent-office
              9,838
              1,360Other
      expenses
              11,779
              25,996$       1,487,666
              $      608,778
   Of the
$1,102,544 incurred in consulting fees during the three months ended September
30, 2008, $71,000 was incurred through the issuance of 9,000 shares of the
Company’s Series D preferred stock, $150,000 was incurred through the issuance
of 1,500,000 shares of the Company’s common stock, and $796,851 was the amount
of prepaid consulting fees expensed during the three-month period. Prepaid
expense largely consists of the value of shares of common stock and warrants
issued to various consultants that are being amortized into operations over the
respective term of the various consulting agreements.
 
 
 Of the
$439,681 incurred in consulting fees during the three months ended September 30,
2007, $116,000 was incurred through the issuance of 453,511 shares of the
Company’s common stock, and $253,744 was the amount of prepaid consulting fees
expensed during the three-month period.
 
 Operating Loss. As a result
of the above described revenues and expenses, we incurred an operating loss of
$1,420,844 in the second quarter of fiscal 2009 as compared to an operating loss
of $606,228 in the second quarter of fiscal 2008.
 
 Other Income
(Expense).
 
 *
                Interest
      income.  The Company had interest income in the second quarter
      of fiscal 2009 in the amount of 527, while the Company had no interest
      income in the second quarter of fiscal
2008
 
 *
                Interest
      expense.  Interest expense increased the second quarter of
      fiscal 2009 to $499,156 from $44,605 the second quarter of fiscal 2008 due
      to higher outstanding balances of indebtedness, the amortization of loan
      fees, and the amortization of the discounts on convertible debt incurred
      subsequent to the second quarter of fiscal
2008.
 
 *
                Changes
      in fair value of derivative liability.  In the second quarter of
      fiscal 2009, the Company had negative changes in fair value of derivative
      liability in the amount of $2,309,489.The negative
      change pertained to the convertible debt feature of our obligation to
      Trafalgar.
 
 *
                Loss
      on settlement of debt.  Loss on settlement of debt decreased in
      the second quarter of fiscal 2009 to $240,000 from $2,338,142 in the
      second quarter of fiscal 2008.  These losses pertain to the
      Company’s conversion of debt to equity through the modification of the
      original loan terms on several debt
instruments.




2
 Table of Contents






Net Loss.The
Company incurred a net loss of $4,533,453, or $.04 per share, in the second
quarter of fiscal 2009 as compared to a net loss of $2,988,975, or $0.07 per
share, in the second quarter of fiscal 2008.  The increase in the net
loss is largely due to increased general and administrative expense (most was
attributed to third party stock issuances), increased interest expense, and an
decreased loss on settlement of debt, offset to a large extent by increased
changes in the fair value of our derivative liability.
 
 Six Months Ended September
30, 2008 Compared to the Six Months Ended September 30, 2007
 
 
 Revenues.  The
Company had $171,459 in income earned during the exploratory stage during the
six months ended September 30, 2008 as compared to $10,026 earned during the
same six-month period of 2007. The major difference in revenue pertains to the
revenue we received during the six-months of 2008 from sales of our oil and gas
production.
 
 Expenses. Operating expenses
increased to $3,547,525 during the six-months ended September 30, 2008 as
compared to $1,062,875 of operating expenses incurred for the six months ended
September 30, 2007.
 
 General
and administrative expenses were $3,438,182 and $1,055,399, respectively, for
the six months ended September 30, 2008 and 2007.  The major expenses
incurred during each of the six month period were:
 
 
 6
      months ended9/30/2008
              9/30/2007Consulting
      fess
              $
      2,706,197
              $   831,585Payroll
      and related benefits and taxes
              210,899
              97,000Professional
      fees
              163,007
              52,485Amortization
      - licenses
              112,382
              24,821Travel
              65,685
              8,836Advertising
              48,205
              -Public
      Relations
              33,402
              -Liability
      insurance
              26,524
              2,563Rent-office
              22,880
              2,380Other
      expenses
              49,001
              35,729$  3,438,182
              $
      1,055,399
 
 Of the
$2,706,197 incurred in consulting fees during the six months ended September 30,
2008, $448,500 was incurred through the issuance of 48,000 shares of the
Company’s Series D preferred stock, $185,294 was incurred through the issuance
of 1,852,942 shares of the Company’s common stock, and $1,928,133 was the amount
of prepaid consulting fees expensed during the six-month period.
 
 Of the
$831,585 incurred in consulting fees during the six months ended September 30,
2007, $298,000 was incurred through the issuance of 1,853,571 shares of the
Company’s common stock, and $523,642 was the amount of prepaid consulting fees
expensed during the six-month period.
 
 Operating Loss. As a result
of the above described revenues and expenses, we incurred an operating loss of
$3,376,066 during the first six months of fiscal 2009 as compared to an
operating loss of $1,052,849 during the same six-month period of fiscal
2008.
 
 Other Income
(Expense).
 
 *
              Interest
      income.  The Company had interest income during the first six
      months of fiscal 2009 in the amount of 2,022, while the Company had no
      interest income in the same six month period of fiscal
    2008.
 
 *
              Interest
      expense.  Interest expense increased during the first six months
      of fiscal 2009 to $1,084,306 from $65,995 in the same six month period of
      fiscal 2008 due to higher outstanding balances of indebtedness, the
      amortization of loan fees, and the amortization of the
      discounts.
 
 *
              Changes
      in fair value of derivative liability.  In the first six months
      of fiscal 2009, the Company incurred a positive change in its fair value
      of derivative liability in the amount of
  $161,181.
 
 *
              Loss
      on settlement of debt.  In the first six months of fiscal 2009,
      the Company incurred a loss on settlement of debt in the amount of
      $6,164,397 as compared to the loss in the first six months of fiscal 2008
      in the amount of $5,568,309.
 
 Net Loss.The
Company incurred a net loss of $10,526,057, or $.10 per share, in the
second quarter of fiscal 2009 as compared to a net loss of $6,687,153, or $0.18
per share, in the second quarter of fiscal 2008.  The increase in the
net loss is largely due to increased general and administrative expense (most
was attributed to third party stock issuances), increased interest expense, and
an decreased loss on settlement of debt, offset to a large extent by increased
changes in the fair value of our derivative liability.


3
 Table of Contents





Liquidity and Capital
Resources
 
 As of September 30, 2008, the Company
had cash in the amount of $79,700, while we had cash in the amount of $27,336 as
of September 30, 2007.  As of September 30, 2008, the Company had
other receivables from other sources totaling $14,900, and prepaid expenses in
the amount of $623,058. Prepaid expense largely consists of the value of shares
of common stock and warrants issued to various consultants that are being
amortized into operations over the respective term of the various consulting
agreements.
 
 As of September 30, 2008, the Company
had current assets totaling $717,658.  Moreover, as of September 30,
2008, the Company had current liabilities totaling $4,627,075, which exceeded
current assets by $3,909,417.  This large working capital deficit
raises a substantial doubt as to the Company’s ability to continue as a going
concern, and the Company’s auditor added an emphasis paragraph to its report on
the Company’s consolidated financial statements for the year ended March 31,
2008 to such effect.  Management initially believed that the Company
would be able to resolve the excess of current liabilities over current assets
through revenues from future oil and gas production.  However, due to
the sudden and dramatic decline in oil and gas prices in the third quarter of
2008 and the weeks thereafter, and the failure to complete and get certain wells
on line in the third quarter of 2008 because of the unavailability of expected
financing, management no longer believes that the Company will be able to solve
the excess of current liabilities over current assets through revenues from
future production under the present circumstances.  Further, On
October 15, 2008, the Company received a notice of default from Trafalgar
Capital for failure to make its September and October payments on the
obligations due Trafalgar of approximately $4,500,000. Management does not
believe that the Company will be able to resolve this excess through an
additional financing, given the current and foreseeable states of the oil and
gas capital markets.  As a result the Company is seeking a financial
joint venture partner to acquire an interest in certain of the Company’s
properties and to fund further developmental work.  The Company
expects that the proceeds from any sale of an interest would enable the Company
to retire most or all of the indebtedness that is currently causing current
liabilities to substantially exceed current assets.  However, there
can be no assurance that the Company will be able to find a financial joint
venture partner or that the sales proceeds from any sale of an interest will be
sufficient for the preceding purpose.  If the Company were not able to
find a financial joint venture partner or obtain additional funds, the Company
would probably be unable to continue its exploration and development
activities.  Under certain circumstances, the Company could be forced
to cease its operations and liquidate its remaining assets, if
any.  The ability of the Company to continue to pursue its business
plan throughout fiscal 2009 and beyond will depend on the Company's ability to
continue to meet its cash requirements and ultimately to achieve profitability
with respect to its business operations.  There can be no assurance
that the Company will sustain this ability or achieve this goal.
 
 From the time that the business was
changed to oil and gas exploration and development in the summer of 2005 until
early January 2008, the business was financed through a series of private
placements, loans from affiliates, and loans from unaffiliated, commercial
lenders, none of which were very large in size.
 
 On January 10, 2008, the Company
completed a $1,500,000 financing pursuant to a Securities Purchase Agreement
dated effective December 31, 2007 with Trafalgar Capital Specialized Fund,
Luxembourg ("Trafalgar") for Trafalgar to loan $1,500,000 the Company (the
"First Loan") pursuant to a secured Promissory Note (the "First Note") dated
December 31, 2007 with an annual interest rate of 10% due in monthly payments of
interest only for the first two months and then commencing three (3) months from
the date of the First Note, principal and interest amortized over the remaining
twenty-five months of the First Loan and a monthly redemption premium of 15% of
the payment is payable in monthly installments with all principal and accrued
but unpaid interest due on or before March 30, 2010.   In the
event of a material default which includes non-payment of principal or interest
when due, 24,000,000 treasury and third party non-affiliate shares were pledged
as additional collateral for the First Loan. The First Note is further secured
by all of the Company's assets.  The funds from the First Loan were
used to drill and complete five wells on the Tennessee prospect and to pay
specific corporate overhead.   Furthermore, the Company has the
right, so long as the First Note is not in default, at any time to retire the
debt facility for the then interest and principle amount plus a 15% redemption
fee.  As additional consideration for the debt facility, Trafalgar has
the right to accept monthly repayment of principle and interest (approximately
$70,000 per month) in the form of common shares only if the common stock price
is trading above $.40 per share. Trafalgar would then have the right to receive
such monthly payment(s) at a fixed conversion price of $.17 per share subject to
certain potential adjustments.
 
 On May 22, 2008, a $2,300,000 financing
was completed pursuant to a Securities Purchase Agreement dated effective May
21, 2008 with Trafalgar for Trafalgar to loan $2,300,000 (the “Second Loan)
pursuant to a secured Convertible Promissory Note (the “Second Note”) dated May
21, 2008 with interest at 10% due in monthly payments of interest only
commencing one (1) month from the date of the Second Note, with all principal
and accrued but unpaid interest due on or before August 21, 2011. Only when the
Company's Common Stock is trading at $0.30 or above, Trafalgar may convert all
or any part of the principal plus accrued interest into shares of our Common
Stock at the fixed price of $0.081 per share, subject to various
adjustments.  The material default provisions include non-payment of
principal or interest when due.  As part of this transaction,
2,300,000 restricted shares of our Common Stock were issued to Trafalgar and
pledged 57,500 shares of Series E Preferred Stock to Trafalgar to secure the
Second Note.  The Second Note is further secured by all of the
Company's assets.  The funds from the Second Loan were used in
conjunction with the drilling of the Company's Kentucky wells.
 
 On August 18, 2008, a $1,200,000
financing was completed pursuant to a Securities Purchase Agreement with
Trafalgar for Trafalgar to loan $1,200,000 (the “Third Loan) pursuant to a
secured Convertible Promissory Note (the “Third Note”) with interest at 10% due
in monthly payments of interest only commencing two (2) months from the date of
the Third Note, with all principal and accrued but unpaid interest due on or
before August 18, 2010. Only when the Company's Common Stock is trading at $0.40
or above, Trafalgar may convert all or any part of the principal plus accrued
interest into shares of our Common Stock at the fixed price of $0.102 per share,
subject to various adjustments.  The material default provisions
include non-payment of principal or interest when due.  As part of
this transaction, 4,700,000 restricted shares of our Common Stock were issued to
Trafalgar and pledged 27,500 shares of Series E Preferred Stock to Trafalgar to
secure the Third Note.  The Third Note is further secured by all of
the Company's assets.  The funds from the Third Loan were used in
conjunction with the completion of the Company's Kentucky wells.
 
 As
indicated above, the Company is currently in default under the above loan
agreements with Trafalgar. The Company is currently in negotiations with
Trafalgar and has made a good faith payment of $50,000. Our management is
hopeful of an amicable outcome and is working toward that goal with management
and consultants of Trafalgar.
 
 Although the Company had leased enough
land to move forward with its current plan of operation, it needed to obtain
additional financing before this plan could be partially implemented. The
Company was able to commence the implementation of its current plan of operation
in 2008 through the funding obtained from Trafalgar.  However, the
sudden and dramatic negative developments that took place in the third quarter
of 2008 and the following weeks with respect to the stock market, the price of
oil and gas, and the capital markets providing financing to oil and gas
exploration and production companies have brought the Company's plan of
operation to a virtual standstill due to Trafalgar’s decision to reduce its
funding to the Company and the perceived unavailability of alternative
financing.  The reduction in funding prevented the Company from
completing a portion of the Company's Kentucky wells, which resulted in less
than anticipated production.  Coupled with the recent dramatic decline
in oil and gas prices, the Company's revenues from production have been far less
than the Company anticipated.  In addition, management does not
believe that the Company will be able to procure alternative financing, given
the current and foreseeable states of the oil and gas capital
markets.  In view of the preceding and as previously discussed, the
Company is seeking a financial joint venture partner to acquire an interest in
certain of the Company's properties and to fund further developmental
work.  There can be no assurance that the Company will be able to find
such a partner.  If it cannot find such a partner, the Company expects
that it will be unable to continue with its current plan of operation, and it
could be forced to cease its operations and liquidate its remaining assets, if
any.
 
 In addition to the capital necessary to
undertake planned drilling and completion activities, additional funds will be
needed in order to make scheduled debt payments on the indebtedness owed to
Trafalgar. Even if the Company cures its default with Trafalgar, payments in the
amount of $1.5 million (plus accrued interest) are due to Trafalgar on or before
March 30, 2010, another payment in the amount of $1.2 million (plus accrued
interest) is due to Trafalgar on or before August 18, 2010, and another payment
in the amount of $2.3 million (plus accrued interest) is due to Trafalgar on or
before August 21, 2011.  Management initially believed that proceeds
generated by the wells successfully drilled in Kentucky would enable the
obligations to Trafalgar to be met.  However, a reduction in funding
and the recent dramatic decline in oil and gas prices now lead management to
believe that this is not possible under the present circumstances.  In
view of the preceding and as previously discussed, the Company is seeking a
financial joint venture partner to acquire an interest in certain of the
Company's properties and to fund further developmental work.  There
can be no assurance that the Company will be able to find such a
partner.  If it cannot find such a partner, the Company may not be
able to make the debt payments to Trafalgar.  The failure to make
these payments could result in the loss of a significant portion of the
Company's assets and could cause Trafalgar to exercise other creditor rights,
which could result in the loss of all or nearly all of the value of the
Company's outstanding equity and bring operations to an end.  For
further information in this regard, see the risk factor captioned "The current
lending transactions, which are secured by all of Platina’s assets, feature
limiting operating covenants and require substantial future payments, expose the
Company to certain risks and may adversely affect the ability to operate the
business" in ITEMS 1 and 2. DESCRIPTION OF BUSINESS AND PROPERTIES - RISK
FACTORS of our Annual Report on Form 10-KSB for the year ended March 31,
2008.
 
 Production from exploration and
drilling efforts (in sufficient quantities and at times during which favorable
market prices prevail) will provide the Company with a positive cash flow, and
the increases in proven reserves should increase the value of the Company's
properties and should enable the Company to obtain bank financing (after the
wells have produced for a period of time to satisfy the related
lender).  However, there can be no assurance that production in such
quantities at time when favorable market prices prevail will occur.
 
 To conserve on capital requirements,
the Company may in the future issue shares in lieu of cash payments to employees
and outside consultants, as has done in the past.  Moreover, to
conserve on capital requirements, management intends occasionally to seek other
industry investors who are willing to participate in the Company's exploration
and production activities.  Management expects to retain a promotional
interest in these prospects, but generally will have to finance a portion (and
sometimes a significant portion) of the acquisition and drilling
costs.  Also, the Company periodically may acquire interests in
properties by issuing shares of common stock.


4
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Critical
Accounting Policies and Estimates
 
 Our
discussion of our financial condition and results of operations is based on the
information reported in our financial statements. The preparation of our
financial statements requires us to make assumptions and estimates that affect
the reported amounts of assets, liabilities, revenues and expenses as well as
the disclosure of contingent assets and liabilities as of the date of our
financial statements. We base our assumptions and estimates on historical
experience and other sources that we believe to be reasonable at the time.
Actual results may vary from our estimates due to changes in circumstances,
weather, politics, global economics, mechanical problems, general business
conditions and other factors. Our significant accounting policies are detailed
in Note 1 to our financial statements included in this Quarterly Report. We have
outlined below certain of these policies that have particular importance to the
reporting of our financial condition and results of operations and that require
the application of significant judgment by our management.
 
 Key
Definitions
 
 Proved
reserves, as defined by the U.S. Securities and Exchange Commission, are the
estimated quantities of crude oil, condensate, natural gas and natural gas
liquids that geological and engineering data demonstrate with reasonable
certainty are recoverable in future years from known reservoirs under existing
economic and operating conditions. Valuations include consideration of changes
in existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions. Prices do not include the effect of
derivative instruments, if any, entered into by us.
 
 Proved
developed reserves are those reserves expected to be recovered through existing
equipment and operating methods. Additional oil and gas volumes expected to be
obtainedthrough the
application of fluid injection or other improved recovery techniques for
supplementing the natural forces and mechanisms of primary recovery are included
as proved developed reserves only after testing of a pilot project or after the
operation of an installed program has confirmed through production response that
increased recovery will be achieved.
 
 Proved
undeveloped reserves are those reserves that are expected to be recovered from
new wells on non-drilled acreage, or from existing wells where a relatively
major expenditure is required for re-completion. Reserves on non-drilled acreage
are limited to those drilling units offsetting productive units that are
reasonably certain of production when drilled. Proved reserves for other
non-drilled units are claimed only where it can be demonstrated with certainty
that there is continuity of production from the existing productive
formation.
 
 Oil and Gas
Properties
 
 The
Company follows the full cost method of accounting for crude oil and natural gas
properties. Under this method, all direct costs and certain indirect costs
associated with acquisition of properties and successful as well as unsuccessful
exploration and development activities are capitalized.  Depreciation,
depletion, and amortization of capitalized crude oil and natural gas properties
and estimated future development costs, excluding unproved properties, are based
on the unit-of-production method based on proved reserves.
 
 Long-Lived
Assets
 
 The
Company accounts for its long-lived assets in accordance with SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived
Assets.”  SFAS No. 144 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
historical cost carrying value of an asset may no longer be
appropriate.  Management assesses recoverability of the carrying value
of an asset by estimating the future net cash flows expected to result from the
asset, including eventual disposition.  If the future net cash flows
are less than the carrying value of the asset, an impairment loss is recorded
equal to the difference between the asset’s carrying value and fair value or
disposable value.
 
 Convertible
Debentures
 
 If the
conversion feature of conventional convertible debt provides for a rate of
conversion that is below market value, this feature is characterized as a
beneficial conversion feature (“BCF”).  A BCF is recorded as a debt
discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”), Accounting for
Convertible Securities with Beneficial Conversion Features or Contingency
Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application of EITF Issue
No. 98-5 to Certain Convertible Instruments.  In those circumstances,
the convertible debt will be recorded net of the discount related to the
BCF.  The Company amortizes the discount to interest expense over the
life of the debt using the effective interest method.
 
 Non-Convertible
Debentures
 
 The
Company accounts for its non-conventional convertible debt and the related stock
purchase warrants.  In the case of non-conventional convertible debt,
we bifurcate our embedded derivative instruments and records them under the
provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities,” as amended, and EITF Issue No. 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock. ” These embedded derivatives include the conversion feature, liquidated
damages related to registration rights and default provisions.  The
accounting treatment of derivative financial instruments requires that we record
the derivatives and related warrants at their fair values as of the inception
date of the agreement and at fair value as of each subsequent balance sheet
date.  In addition, under the provisions of EITF Issue No. 00-19, as a
result of entering into the non-conventional convertible debenture, we are
required to value and classify all other non-employee stock options and warrants
as derivative liabilities at that date and mark them to market at each reporting
date thereafter.  Any change in fair value will be recorded as
non-operating, non-cash income or expense at each reporting date.  If
the fair value of the derivatives is higher at the subsequent balance sheet
date, we will record a non-operating, non-cash charge.  If the fair
value of the derivatives is lower at the subsequent balance sheet date, we will
record non-operating, non-cash income.  We value our derivatives
primarily using the Black-Scholes Option Pricing Model.  The
derivatives are classified as long-term liabilities.





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Other
derivatives
 
 The
Company accounts for our committed common shares in excess of the number of our
authorized and unissued shares pursuant to EITF 00-19 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock”.  EITF 00-19 requires that we record a liability for the fair
value of committed shares in excess of the authorized and unissued
shares.
 
 Committed
shares are any shares on which 1) we are obligated to issue pursuant to the
terms of convertible debt that we are obligated, 2) shares that we are obligated
to issue pursuant to the terms of our issued and outstanding convertible
preferred stock, and 3) depending on the exercise price in terms of our trading
price, shares that we are obligated to issue pursuant to stock warrants and
options the we granted and that are currently exercisable.
 
 Revenue
recognition
 
 Revenue
is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101,
“Revenue Recognition in Financial Statements,” as revised by SAB No.
104.  As such, revenue is recognized when persuasive evidence of an
arrangement exists, title transfer has occurred, the price is fixed or readily
determinable and collectability is probable.  Sales are recorded net
of sales discounts.
 
 Stock Based
Compensation
 
 The
Company accounts for stock-based compensation under SFAS No. 123R, "Share- based
Payment” " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which we expect to receive
the benefit, which is generally the vesting period.
 
 Issuance of Stock for
Non-Cash Consideration
 
 All
issuances of the Company's stock for non-cash consideration have been assigned a
per share amount equaling either the market value of the shares issued or the
value of consideration received, whichever is more readily determinable. The
majority of the non-cash consideration received pertains to services rendered by
consultants and others and has been valued at the market value of the shares on
the dates issued.
 
 Net Loss per
Share
 
 The
provisions of SFAS No. 128, “Earnings Per Share” (“EPS”) have been
adopted.  SFAS No. 128 provides for the calculation of basic and
diluted earnings per share.   Basic EPS includes no dilution and
is computed by dividing income or loss available to common shareholders by the
weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution of securities
that could share in the earnings or losses of the entity, arising from the
exercise of options and warrants and the conversion of convertible
debt.
 
 Fair Value of Financial
Instruments
 
 The
Company's financial instruments consist of cash and cash equivalents, accounts
payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures
About Fair Value of Financial Instruments,” management is required to estimate
the fair value of all financial instruments at the balance sheet
date.   The carrying values of our financial instruments in the
financial statements are considered in order to approximate their fair values
due to the short -term nature of the instruments.
 
 Forward-Looking
Statements
 
 Statements
in the preceding discussion relating to future plans, projections, events, or
conditions are forward-looking statements.  Actual results, including
production growth and capital spending, could differ materially due to changes
in long-term oil or gas prices or other changes in market conditions affecting
the oil and gas industry; political events or disturbances; severe weather
events; reservoir performance; changes in OPEC quotas; timely completion of
development projects; changes in technical or operating conditions; and other
factors including those discussed herein and in the section captioned "RISK
FACTORS" in our Annual Report on Form 10-KSB for the year ended March 31,
2008.
  
 Item
4. CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our
President and Chief Financial Officer (the “Certifying Officers”) have evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of
period covered by this report.  Based upon such evaluation, the
Certifying Officers concluded that our disclosure controls and procedures were
not effective to ensure that the information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required disclosure, due to the
material weaknesses described below.
 
 In light
of the material weaknesses described below, the Certifying Officers performed
additional analysis and other post-closing procedures to ensure our consolidated
financial statements were prepared in accordance with generally accepted
accounting principles.  Accordingly, we believe that the consolidated
financial statements included in this report fairly present, in all material
respects, our financial condition, results of operations and cash flows for the
periods presented.
 
 A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2) or
combination of control deficiencies, that result in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.  The Certifying Officers have
identified the following three material weaknesses which have caused the
Certifying Officers to conclude that our disclosure controls and procedures were
not effective at the reasonable assurance level:
 
 1.           We
do not yet have written documentation of our internal control policies and
procedures.  Written documentation of key internal controls over financial
reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be
applicable to us for the year ending March 31 2009.  The Certifying
Officers evaluated the impact of our failure to have written documentation of
our internal controls and procedures on our assessment of our disclosure
controls and procedures and have concluded that the control deficiency that
resulted represented a material weakness.
 
 2.           We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control.  Due to our size and nature, segregation of
all conflicting duties may not always be possible and may not be economically
feasible.  However, to the extent possible, the initiation of transactions,
the custody of assets and the recording of transactions should be performed by
separate individuals.  The Certifying Officers evaluated the impact of our
failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.
 
 The
Certifying Officers have discussed this matter with our current independent
registered public accounting firm.
 
 To
remediate the material weaknesses in our disclosure controls and procedures
identified above, in addition to working with our outside accountants, we have
continued to refine our internal procedures to begin to implement segregation of
duties and to reduce the number of audit adjustments.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
were no changes in our internal control over financial reporting during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
  
 Item
4T.                      Controls
and Procedures
 
 We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.


6
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PART
II. OTHER INFORMATION
 
 ITEM
1.  LEGAL PROCEEDINGS
 
 We are
not now a party to any legal proceeding requiring disclosure in accordance with
the rules of the U.S. Securities and Exchange Commission.  In the
future, we may become involved in various legal proceedings from time to time,
either as a plaintiff or as a defendant, and either in or outside the normal
course of business.  We are not now in a position to determine when
(if ever) such a legal proceeding may arise. If we ever become involved in such
a legal proceeding, our financial condition, operations, or cash flows could be
materially and adversely affected, depending on the facts and circumstances
relating to such proceeding.
 
 ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 Preferred
Stock
 
 In July
2008, the Company issued 11,500 shares of its Series D Preferred Stock for a
loan fee.  The shares were valued at $171,500, based upon the market
price of the underlying common shares at date of issuance.
 
 In July
2008, 20,000 shares of the Company's Series B Preferred Stock were converted
into 2,000,000 shares of its Common Stock.
 
 In August
2008, the Company issued 4,000 shares of its Series D Preferred Stock for
services rendered.  The shares were valued at $36,000, based upon the
market price of the underlying common shares at date of issuance.
 
 In August
2008, 54,982 shares of the Company's Series A Preferred Stock were converted
into 549,820 shares of its Common Stock.
 
 In
September 2008, the Company issued 5,000 shares of its Series D Preferred Stock
for services rendered.  The shares were valued at $35,000, based upon
the market price of the underlying common shares at date of
issuance.
 
 In
September 2008, 30,000 shares of the Company's Series D Preferred Stock were
converted into 3,000,000 shares of its Common Stock.
 
 In
October 2008, 2,000 shares of the Company's Series C Preferred Stock were
converted into 200,000 shares of its Common Stock.
  In
October 2008, 10,000 shares of the Company's Series D Preferred Stock were
converted into 1,000,000 shares of its Common Stock.
  
 Common
Stock
 
 In August
2008, the Company issued 2,000,000 shares of its Common Stock for services
rendered.  The shares were valued at $200,000, based upon the market
price of the shares on the date of issuance.
 
 In August
2008, the Company issued 400,000 shares of its Common Stock for certain
investment properties.  The shares were valued at $40,000, based upon
the market price of the shares on the date of issuance.
 
 In
September 2008, the Company issued 5,088,865 shares of its Common Stock for loan
fees.  The shares were valued at $493,926, based upon the market price
of the shares on the date of issuance.
 
 In
September 2008, the Company issued 5,733,334 shares of its Common Stock for
$300,000.
 
 In
September 2008, the Company issued 6,000,000 shares of its Common Stock for
services rendered.  The shares were valued at $300,000, based upon the
market price of the underlying common shares at date of issuance.
 
 In
October 2008, the Company issued 275,000 shares of its common stock for
consulting services rendered. The shares were valued at $8,250, based upon the
market price of the underlying common shares at date of issuance.
 
 ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES
 
 On October 15, 2008, the Company
received a notice of default from Trafalgar Capital for failure to make the
Company's September and October 2008 payments due to Trafalgar.  The
Company has also not remitted to Trafalgar the Company's payment due for
November 2008.  The aggregate amount of these three payments is
approximately $245,000_, and this amount represents the total arrearage as of
the date of the filing of this Quarterly Report.  For more information
about the indebtedness owed to Trafalgar, see “ITEM
2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Liquidity and Capital Resources.”
 
 ITEM
5.                      OTHER
INFORMATION
 
 The
information included in Item 3 Defaults upon Senior Securities of this Quarterly
Report with respect to the Company's default on certain indebtedness owed to
Trafalgar Capital is also incorporated by reference into this Item 5 Other
Information of this Quarterly Report.






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ITEM
6.  EXHIBITS





(a)           The
following exhibits are filed with this Quarterly Report or are incorporated
herein by reference:





Exhibit


Number   Description





31.01
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of
      1934.31.02
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of
      1934.32.01
            Certification
      Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.02
            Certification
      Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







SIGNATURES





In
accordance with the requirements of the Exchange Act, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.




PLATINA
      ENERGY GROUP INC.(Registrant)By:
            /s/
      Blair J. MerriamBlair
      J. Merriam,Chief
      Executive Officer(Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)


November 19,
2008






8
 Table of Contents




Exhibit
31.01


CERTIFICATIONS





I, Blair
J. Merriam, certify that:





1.           I
have reviewed this quarterly report on Form 10-Q of Platina Energy Group
Inc.;





2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;





3.
            Based
      on my knowledge, the consolidated financial statements, and other
      financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the company as of, and for, the periods presented in this
      report;





4.
            The
      company’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
      the company and have:





(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles;





(c)
Evaluated the effectiveness of the company's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





(d)
Disclosed in this report any change in the company's internal controls over
financial reporting that occurred during the company's most recent fiscal
quarter (the company's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
company's internal controls over financial reporting; and





5.
            The
      company's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal controls over financial reporting, to
      the company's auditors and the audit committee of the company's Board of
      Directors (or persons performing the equivalent
  functions):





(a) All
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the company's ability to record, process, summarize and report
financial information; and





(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the company's internal controls over financial
reporting.





Date: November
19, 2008


/s/ Blair
J. Merriam


-----------------------------------------


Blair J.
Merriam,


Chief
Executive Officer






9
 Table of Contents




Exhibit
31.02


CERTIFICATIONS





I, Blair
J. Merriam, certify that:





1.           I
have reviewed this quarterly report on Form 10-Q of Platina Energy Group
Inc.;





2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;





3.
            Based
      on my knowledge, the consolidated financial statements, and other
      financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the company as of, and for, the periods presented in this
      report;





4.
            The
      company’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
      the company and have:





(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles;





(c)
Evaluated the effectiveness of the company's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





(d)
Disclosed in this report any change in the company's internal controls over
financial reporting that occurred during the company's most recent fiscal
quarter (the company's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
company's internal controls over financial reporting; and





5.
            The
      company's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal controls over financial reporting, to
      the company's auditors and the audit committee of the company's Board of
      Directors (or persons performing the equivalent
  functions):





(a) All
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the company's ability to record, process, summarize and report
financial information; and





(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the company's internal controls over financial
reporting.





Date November
19, 2008





/s/ Blair
J. Merriam


-------------------------------------


Blair J.
Merriam,


Chief
Financial Officer




10
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Exhibit
32.01





CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





In
connection with the Quarterly Report of Platina Energy Group Inc. (the
"Company") on Form 10-Q for the quarter ended September 30, 2008 as filed
with the Securities and Exchange Commission on or about the date hereof
("Report"), the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:





1.           The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and





2.           The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.





Dated: November
19,
2008                                                                                     /s/ Blair J.
Merriam


Blair J.
Merriam,


Chief Executive
Officer








11
 Table of Contents




Exhibit
32.02





CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





In
connection with the Quarterly Report of Platina Energy Group Inc. (the
"Company") on Form 10-Q for the quarter ended September 30, 2008 as filed
with the Securities and Exchange Commission on or about the date hereof
("Report"), the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:





1.           The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and





2.           The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.





Dated: November
19,
2008                                                                                     /s/ Blair J.
Merriam


Blair J.
Merriam,


Chief Financial
Officer