Pacific International's tender offer.

Platinum BoD does not think it in the best interest of the stockholders. Funny, I didn't know they did anything in the interest of stockholders. I guess there's always a first time.

Whats up with the huge volume today?

Thursday June 28, 2007

BEWARE OF RON WILLIAMS OF TBECK
(Formerly of Select Capital Advisors, Interco and Onyx Financial Group, Inc.)

People holding stock in or associated with the following pink sheet stocks might want to take a look at the background of Ronald G. Williams of Tbeck Capital(Florida):

Platimum Energy Resources (PGRI)

Advanced Growing Systems (AGWS)

Pet Ecology Brands(PECB)

MeDirect Latino(MLTO)

BlueFire Ethanol Fuels (BFRE)

Interlink Global Capital(ILKG)

Mattman Speciality Vehicles(MMSV)

Universal Express, Inc. (USXP)

Packaged Home Solutions, Inc. (PKGH)

Straight Up Brands (STRU)

Datascension (DSEN)

IBSG International (IBSG)

Trans Global Logistics (TLGI)

Remote Surveillance Technologies, Inc. (RSUR)



Please be aware of the fact that Ron Williams has served time in prison for grand theft, organized communications fraud, fraud securities and lending practices violations among others. His number there was 934107. The Florida Corrections website even has his photograph.

Williams was involved in the following while with a company named Select Capital Advisors:


Fraud

Debenture double-dealers hit with $388,600 Million Award
Verdict: $388,908,600.00
Case Type: Conversion, Breach of Fiduciary Duty
Case: Universal Express, Inc., a Nevada Corporation v. Select Capital Advisors, Inc., Ronald G. Williams, Walter Kolker, No. 98-08358 CA 01
Court: Miami-Dade County Circuit Court, FL
Judge: Eleanor Schockett
Verdict Date: 07-24-2001
Plaintiff(s)
Attorney:
Arthur W. Tifford; Arthur W. Tifford, P.A.; Miami, FL, for Universal Express, Inc.
Expert: None
Demonstrative Evidence: None
Defendant(s)
Attorney:
Pro se, for Select Capital Advisors, Inc.
Expert: None
Demonstrative Evidence: None
Insurer: None
Universal Express Inc. was offered a financing plan by Select Capital Advisors in which Select offered up to $14 million in conventional financing plus $4 million in short-term money supported by convertible debentures that Universal could sell to off-shore investors. Investors had the right, after 30 days, to demand payment or conversion of the debentures. Universal was told that conventional long-term financing would remain in place before investors could demand the stock. Universal issued the debentures but the conventional long-term financing was allegedly not in place, and the investors were not off-shore but New Yorkers in collusion with principal Ronald William of Select. After 30 days, Universal could not pay and was forced to issue 2 million additional shares. The investors then manipulated the stock, costing Universal millions. Universal sued for fraud, conversion and breach of fiduciary duty.
In April 1997, Universal Express Inc., a package-shipping company and postal store operator, was offered an unconventional financing plan by Select Capital Advisors, a Miami-based investment banking firm. Select''s principals, Ronald Williams and William Kolker, offered Universal up to $14 million in conventional financing, plus $4 million in short-term money to be supported by convertible debentures -- a type of bond -- that Universal would sell to off-shore investors. The investors would have the right, after 30 days, to demand either payment or conversion of the bonds to Universal stock. Universal was assured, however, that conventional long-term financing would be in place before the investors could demand the stock.
Universal issued the bonds but, said its attorney, Arthur W. Tifford, "Williams and Kolker never intended to have the conventional financing in place." Further, the investors were not off-shore; instead, they were "a group of New Yorkers working in collusion with Williams." At the end of the 30 days, when Universal could not pay, it was forced to issue 2 million additional shares. Then, Tifford said, the investors began manipulating the stock -- initially hyping it to drive up the price, and then, after selling high, placing massive short-sell orders (bets that a stock will drop in price) and driving down the stock price by selling it back and forth to themselves. The price dropped from $2 to 0.02 cents per share and cost Universal almost $90 million.
In 1998, Universal Express sued Select Capital, Williams and Kolker charging fraud, conversion and breach of fiduciary duty. That year Williams and Kolker were convicted of state racketeering charges in Florida involving an unrelated company. No criminal charges were ever filed in connection with the Universal Express matter, Tifford reported.
Injury: Universal claimed pecuniary damages of almost $90 million due to the defendants'' alleged fraud, conversion and breach of fiduciary duty.
Verdict Information: Prior to trial, Judge Eleanor Schockett issued a default judgment against the defendants; the Miami jury considered only damages. On July 25, 2001, it awarded $87,622,000 million in compensatory damages, $275 million in punitive damages and $26,286,600 million in prejudgment interest for a total of $388,908,600 million.
While Select Capital is moribund, the plaintiff expects to collect some of the judgment, said Tifford, who has sued the defendants in other matters and uncovered and collected assets. There were no post-trial motions and there will be no appeal. "The defendants never even challenged the default judgment," said Tifford. The plaintiff has begun attempts to execute on the judgment. While Select Capital is no longer operating, Williams is still in prison but Kolker recently was released. The defendants have assets, Tifford said. He would not give any details on collection efforts. "They'll just move the money."

Legal Proceedings
As indicated above in “Business of TEC — Overview,” a third party raised a claim with respect to ownership of 2.7 million shares of common stock of Tandem that were purportedly transferred to the third party by an affiliate of Mr. MORTENSEN, these being a portion of the same shares that the board of directors of Tandem cancelled in 2005. The third party claims that these shares were received in connection with the partial satisfaction of a judgment against Mr. Ronald G. WILLIAMS and his co-defendants (including Select Capital Advisors, of which Mr. MORTENSEN is believed to be a principal) in a case otherwise unrelated to Tandem. Tandem is vigorously contesting the ownership claims of this third party and filed a lawsuit in the District Court of the State of Nevada, Tandem’s state of incorporation, on May 23, 2006, against the third party, Mr. WILLIAMS, Mr. MORTENSEN, Mr. MORTENSEN’s affiliate and Tandem’s transfer agent. The third party, as well as Messrs. WILLIAMS and MORTENSEN and Mr. MORTENSEN’s affiliate, contested the personal jurisdiction of the Nevada District Court, and were able to obtain a court order dismissing the lawsuit as to them. Notwithstanding the dismissal of the third party and Messrs. WILLIAMS and MORTENSEN and Mr. MORTENSEN’s affiliate, Tandem proceeded with the lawsuit against the transfer agent and obtained a judgment in this action declaring that the certificates evidencing the shares are invalid and void and directed Tandem’s transfer agent to void the certificates if presented for transfer, as well as enjoined the transfer agent from transferring the certificates if so presented.
The third party also filed a lawsuit in the Florida Circuit Court on or about June 14, 2006, against Tandem and Platinum seeking a declaration by the court that Tandem’s cancellation of the shares was improper and that the third party is the rightful owner of the shares, and an injunction prohibiting Tandem and Platinum from taking any action in detriment to his alleged rights in and to the shares. Tandem and Platinum have no contacts with the State of Florida and have filed a motion seeking dismissal of the lawsuit on the grounds that the Florida courts have no jurisdiction over them. A hearing on the motion was held on November 7, 2006, and the court subsequently issued an order dismissing the lawsuit without prejudice against Tandem and Platinum. The third party filed a motion seeking clarification of the court’s order, and the court issued an order on February 22, 2007, upholding its prior ruling. The third party then filed a second motion for clarification, and the court issued another order on May 1, 2007, declaring once again that it had dismissed the entire complaint filed by the third party on the grounds that it did not have jurisdiction over the matter. The third party is now seeking approval of the court to file an amended complaint, and Tandem and Platinum intend to vigorously contest any such action. Tandem and Platinum are also seeking sanctions against the third party for filing a frivolous lawsuit.
On September 25, 2006, Tandem filed a lawsuit against Mr. MORTENSEN and Mr. MORTENSEN’s corporate affiliate in the Judicial District Court in Tarrant County, Texas, the domicile of Mr. MORTENSEN and his affiliate, seeking a declaration by the court that the certificates issued to Mr. MORTENSEN and subsequently transferred to his affiliate are void, that the certificates were properly cancelled by Tandem and that the transfer agent is authorized to cancel and destroy the certificates. In addition, Tandem is seeking a temporary and permanent injunction against Mr. MORTENSEN, his affiliate and any other person in possession of the certificates prohibiting any transfer or other disposition of the certificates and ordering that they be cancelled. An answer in this lawsuit was filed by Mr. MORTENSEN and his affiliate, and Tandem is now proceeding with a vigorous prosecution of this case.

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the asset acquisition, you should read this entire document carefully, including the asset acquisition agreement attached as Annex A to this proxy statement. We encourage you to read the asset acquisition agreement carefully. It is the legal document that governs the asset acquisition and the other transactions contemplated by the asset acquisition agreement. It is also described in detail elsewhere in this proxy statement.

The Parties to the Asset Acquisition Agreement and Plan of Reorganization

Platinum

Platinum is a blank check company organized as a corporation under the laws of the State of Delaware on April 25, 2005. It was formed with the purpose of effecting one or more business combinations with unidentified operating businesses in the global oil and gas exploration and production (“E&P”) industry. On October 28, 2005, Platinum consummated an initial public offering (the “IPO”) of its equity securities from which it derived net proceeds of $106,472,000. The Platinum common stock, warrants to purchase common stock and units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock) are quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbols PGRI for the common stock, PGRIW for the warrants and PGRIU for the units. Of the net proceeds of the IPO, $105,408,000 were placed in a trust account. Such funds, which are being held in an interest -bearing account and will continue to bear interest through the closing, will be released to Platinum upon consummation of the asset acquisition, and used to (i) retire approximately $42 million in indebtedness of TEC assumed in connection with the asset acquisition, (ii) make payments to Platinum stockholders who exercise conversion rights and (iii) pay the finder’s fee of $3.0 million payable to Mr. Lance Duncan upon consummation of the asset acquisition as well as other transaction-related expenses. Platinum intends that the remaining funds will be used for, among other things, future acquisitions, working capital, capital expenditures associated with TEC’s assets and repurchases of shares of Platinum common stock under the contemplated Platinum share repurchase program.

The balance of the net proceeds of the IPO, not held in trust, or $1,064,000, has been used by Platinum to pay the expenses incurred in its pursuit of a business combination. As of March 31, 2007, Platinum had used all funds available from net proceeds that were not initially deposited in the trust fund.

Other than its IPO and the pursuit of a business combination, Platinum has not engaged in any business to date. If Platinum does not consummate the business combination contemplated by the Asset Acquisition Agreement and Plan of Reorganization among Platinum, PER Acquisition Corp. and TEC by October 28, 2007, then, pursuant to its certificate of incorporation, Platinum’s officers must take all actions necessary to dissolve and liquidate Platinum as soon as reasonably practicable.

The mailing address of Platinum’s principal executive office is Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, New Jersey 07645, and its telephone number is (212) 581-2401.

PER Acquisition Corp.

PER Acquisition Corp. was organized as a corporation under the laws of the State of Delaware on January 25, 2006. It was formed to effect a business transaction and is a wholly-owned subsidiary of Platinum. We sometimes refer to PER Acquisition Corp. as the “Acquisition Sub.” The mailing address and telephone number of PER Acquisition Corp. is the same as that of Platinum.

TEC

Tandem Energy Corporation (“TEC”) is an independent oil and gas exploration and production company headquartered in Midland, Texas and a wholly-owned subsidiary of Tandem Energy Holdings, Inc., a Nevada Corporation (“Tandem”). TEC has approximately 21,000 acres under lease in relatively long-lived fields with well-established production histories. TEC’s properties are concentrated primarily in the Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico, and the Fort Worth Basin in Texas.

EBITDA is 8.2 million for 2006. once pgri pays off the 40 million debt, that is interest savings 3.5 million a year.

I have no idea, still waiting for the TDYH / Platinum merger, which is a few months behind schedual

Doubloon,
Thanks for your dd on this one!
Looking at the pre14a, tandem's 06 revenues and net income of 17.8 million and 6.3 million seem below their estimates in their previous press releases by Tandem.
Do you know what is management's explanation for this shortfall?

I like the idea a lot.

PLATINUM ENERGY RESOURCES, INC.
25 Phillips Parkway
Montvale, New Jersey 07645

To the Stockholders of Platinum Energy Resources, Inc.:

You are cordially invited to attend a special meeting of the stockholders of Platinum Energy Resources, Inc. (“Platinum”), relating to the proposed acquisition of all of the assets and assumption of substantially all of the liabilities of Tandem Energy Corporation and related matters, which will be held at 10:00 a.m., eastern time, on, 2007, at the offices of Sills Cummis Epstein & Gross P.C., 30 Rockefeller Plaza, New York, New York 10112.

At this meeting, you will be asked to consider and vote upon the following proposals:

(1) to approve and authorize the Asset Acquisition Agreement and Plan of Reorganization, dated October 4, 2006, among Platinum, PER Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Platinum (“Acquisition Sub”), Tandem Energy Corporation, a Colorado corporation (“TEC”), and certain affiliates of TEC, as amended, and the transactions contemplated thereby; we refer to this proposal as the asset acquisition proposal; and

(2) to approve and authorize the amendment and restatement of the certificate of incorporation of Platinum to delete the preamble and sections A through D, inclusive, of Article Sixth from the certificate of incorporation from and after the consummation of the asset acquisition, as these provisions will no longer be applicable to Platinum; we refer to this proposal as the amendment proposal; and

(3) to approve and authorize the Platinum Energy Resources, Inc. 2006 Long-Term Incentive Plan (an equity-based incentive compensation plan); we refer to this proposal as the incentive compensation plan proposal.

The approval of the asset acquisition proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock issued in Platinum’s initial public offering (the “IPO”) represented in person or by proxy and entitled to vote at the meeting, provided that, if the holders of 20% or more of the shares of the common stock issued in Platinum’s IPO vote against the asset acquisition and demand that Platinum convert their shares into a pro rata portion of Platinum’s trust account, then the asset acquisition will not be consummated.

The affirmative vote of the holders of a majority of the outstanding shares of Platinum common stock on the record date is required to approve the amendment proposal. The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock represented in person or by proxy and entitled to vote at the meeting. The approval of the asset acquisition proposal and the consummation of the asset acquisition are conditions to the effectiveness of the amendment proposal and the incentive compensation plan proposal assuming such proposals are approved by the stockholders.

Each Platinum stockholder who holds shares of common stock issued in Platinum’s IPO has the right to vote against the asset acquisition proposal and at the same time demand that Platinum convert such stockholder’s shares into cash equal to a pro rata portion of the funds held in the trust account into which a substantial portion of the net proceeds of Platinum’s IPO was deposited. These shares will be converted into cash only if the asset acquisition agreement is consummated. However, if the holders of 2,880,000 or more shares of common stock issued in Platinum’s IPO vote against the asset acquisition proposal and demand conversion of their shares, Platinum will not consummate the asset acquisition. Prior to exercising conversion rights, Platinum stockholders should verify the market price of Platinum’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. Shares of Platinum’s common stock are quoted on the Over-the-Counter Bulletin Board under the symbol PGRI. On the record date, the last sale price of Platinum’s common stock was $ .

Platinum’s initial stockholders acquired certain shares of common stock prior to its IPO. Such shares represent an aggregate of 20% of the outstanding shares of Platinum common stock which shares they have agreed to vote on the asset acquisition proposal in accordance with the vote of the majority of the votes cast by the holders of shares issued in connection with the IPO.

After careful consideration, Platinum’s board of directors has determined that the asset acquisition proposal is fair to and in the best interests of Platinum and its stockholders. Platinum’s board of directors unanimously recommends that you vote or give instruction to vote “FOR” the adoption of the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal.

Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the asset acquisition proposal and the transactions contemplated thereby as well as detailed information concerning the amendment proposal and the incentive compensation plan proposal. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and to vote your shares.

Your vote is important. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

I look forward to seeing you at the meeting.

Sincerely,

Mark Nordlicht
Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities commission has determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

See “Risk Factors” beginning on page 23 for a discussion of various factors that you should consider in connection with the asset acquisition proposal.

This proxy statement is dated, , 2007 and is first being mailed to Platinum stockholders on or about, , 2007

Have the delays effected the warrants a lot???? Yahoo shows them at 60 cents... May be worth a look next week based on this latest news....

http://finance.yahoo.com/q?s=pgriw.ob

Platinum Energy Resources, Inc. Announces Filing of Registration Statement
Wednesday November 8, 8:00 am ET


Company Also Announces Intent to Buy Back Shares After Close


NEW YORK, NY--(MARKET WIRE)--Nov 8, 2006 -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC BB:PGRI.OB - News) (OTC BB:PGRIU.OB - News) (OTC BB:PGRIW.OB - News) announced today that it has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 containing its proposed Proxy Statement / Prospectus seeking approval of its stockholders of, among other things, its previously announced proposed acquisition of the assets of Tandem Energy Corporation ("TEC"), the wholly owned operating subsidiary of Tandem Energy Holdings, Inc. (Tandem), pursuant to an asset acquisition agreement and plan of reorganization. As part of the new agreement, Platinum Energy will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt which will be retired at closing, in exchange for the issuance of approximately 8 million PGRI shares to TEC. The total number of shares to be received by TEC will be $60 million divided by the per share cash value of the Platinum Energy IPO trust account at the time of closing. The per share cash value was $7.52 as of September 30, 2006. After the transaction is consummated, TEC and its parent, Tandem, will liquidate and distribute the PGRI shares to Tandem's stockholders.
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As a result of the transaction's new structure, Platinum Energy expects to have approximately $60 million of available cash at the close, in addition to a credit facility which it expects to close shortly after the consummation of the transaction. Platinum Energy intends to use such funds for, among other things, drilling and other capital expenditures relating to the TEC assets, future acquisitions and the repurchase of shares of its common stock through a share repurchase program.

The Platinum Energy Board of Directors authorized management to repurchase up to $80 million of PGRI shares through open market transactions after the consummation of the acquisition. The maximum repurchase amount would be reduced by the value of the shares which are converted as a result of stockholders exercising their conversion rights.

Consummation of the acquisition is conditioned upon, among other things, Platinum Energy's registration statement relating to the shares of PGRI common stock being issued as consideration for the asset acquisition clearing the SEC, as well as approval of the transaction by Platinum Energy's stockholders. A new date for the special meeting of Platinum stockholders to vote on the proposal to approve the asset acquisition has not yet been set. In addition, the record date for stockholders entitled to vote at the special meeting, which Platinum Energy had previously announced as Friday, July 21, 2006, will be reset. Platinum Energy will announce the new record date prior to, or in conjunction with, announcing the date of the special meeting.

Mark Nordlicht, Chairman of Platinum Energy, said, "We believe that the restructuring of the transaction will provide additional value to Platinum Energy stockholders and to Tandem stockholders after the liquidation. Platinum stockholders will have the comfort that Tandem's most senior personnel will stay active and involved in ensuring the maximization of value of Tandem properties, and Tandem stockholders will now have the opportunity to share in the prospects of our company. In addition, the stock consideration payable in the restructured transaction reduces the outlay of cash, and the availability of such cash will enable Platinum Energy to take further steps to maximize shareholder value."

According to Tim Culp, CEO of Tandem, "The restructuring of the transaction is beneficial to both companies and their stockholders. We expect that Platinum Energy will be able to increase value to its stockholders by deploying substantial additional investment in drilling and property development. At the same time, the Tandem stockholders will have the opportunity to continue to stay invested in the future of Platinum Energy or sell their shares in the open market. Speaking for the entire Tandem management team, we are enthusiastic about continuing to stay actively involved and working together with the Platinum Energy management team to build a successful company."

Barry Kostiner, CEO of Platinum Energy, added, "We continue to be enthusiastic about using the Tandem acquisition as a platform for applying hedge financing techniques to increase returns and lock in profits. The operational expertise of Tandem's management represents a great synergy with our financially based strategy."

For additional information, please visit the Platinum Energy Resources web site at http://www.platenergy.com/. The web site also contains a webcast of the Company's IPAA presentation from April 10, 2006, as well as the Form S-4.

About Platinum Energy

Platinum Energy Resources, based in Montvale, New Jersey, is a special purpose acquisition corporation seeking to acquire assets or operating businesses in the global oil and gas exploration and production industry. Platinum Energy anticipates aggressively building a portfolio of assets using multiple acquisitions subsequent to its first. Platinum Energy's strategy calls for the use of hedge financing to maximize profit and reduce risk resulting from volatile energy markets.

Platinum Energy was incorporated in April 2005 to acquire an operating business in the energy industry. Platinum Energy completed its initial public offering on October 24, 2005, receiving net proceeds of approximately $106 million through the sale of 14.4 million units of its securities at $8.00 per unit. Each unit is comprised of one share of Platinum Energy common stock and one redeemable and convertible common stock purchase warrant with an exercise price of $6.00. Platinum Energy holds over $105 million in a trust account maintained by an independent trustee, which will be released to Platinum upon the closing of a business combination.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this press release may include statements about future financial and operating results and about the proposed acquisition by Platinum Energy of the assets of Tandem Energy Corporation, a wholly owned subsidiary of Tandem Energy Holdings, Inc. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. For example, if Platinum Energy does not receive required stockholder approval or fails to satisfy other conditions to closing, the transaction will not be consummated. In any forward-looking statement in which Platinum Energy or Tandem Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. All forward-looking statements included in this press release are based on information available to Platinum Energy and Tandem Energy on the date hereof. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem Energy and TEC are engaged; fluctuations in oil and gas prices and in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum Energy's filings with the Securities and Exchange Commission. The information regarding Tandem Energy and TEC contained in this press release has been provided by Tandem. Further, the information set forth herein should be read in light of such risks. Neither Platinum Energy nor Tandem Energy assumes any obligation to update the information contained in this press release.

Additional Information and Where to Find It

Platinum Energy Resources, Inc. has filed with the Securities and Exchange Commission a registration statement on Form S-4 and a related revised proxy statement/prospectus in connection with the transaction as restructured. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND RELATED PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED ASSET ACQUISITION BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement prospectus (when it is available) and other documents filed by Platinum Energy with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at http://www.sec.gov. Free copies of the proxy statement/ prospectus, once available, and other documents may also be obtained free of charge from Platinum Energy's investor relations at tom@cjpcom.com or by directing a request to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.

Platinum Energy and its directors, officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Platinum Energy with respect to the transactions contemplated by the asset acquisition agreement. Information regarding Platinum Energy's officers and directors will be included in the proxy statement/ prospectus. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the Securities and Exchange Commission when they become available.



Contact:
For More Information Contact:
Thomas Rozycki
CJP Communications for
Platinum Energy Resources, Inc.
Public & Investor Relations
212-279-3115 x208
Email Contact



--------------------------------------------------------------------------------
Source: Platinum Energy Resources, Inc.

Platinum Energy / Tandam Energy deal... Spoke with Platinum Energy IR yesterday.
After reviewing all the form 4's that officers are filing, they seem to be buying up the float at this level on the open market.

IR seems to think the deal will go through the last week of August and there seems to be no hitches. The general game plan for this company is to acquire other companies similar to Tandem Energy and to move from the otc to the Nasdaq. An Amex listing is not in the cards for this company they want big board status.

form 4- CEO buys more shares on the open market

1,193 @ 7.24 total position 915,193

TDYH / PGRI merger amendment announcement

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER




THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of the 30th day of June, 2006, by and between Platinum Energy Resources, Inc., a Delaware corporation (“Parent”), Tandem Energy Holdings, Inc., a Nevada corporation (“Target”), and PER Acquisition Corp., a Delaware corporation (“Acquisition Sub”).


Background


The parties have entered into that certain Agreement and Plan of Merger, dated January 26, 2006 (the “Agreement”), which provides for the merger of Acquisition Sub with and into Target on the term and conditions set forth in the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Agreement.

The parties desire to amend the provisions of the Agreement on the terms and conditions set forth herein.

Terms and Conditions


In consideration of the mutual benefits to be derived from this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Section 7.01(d) of the Agreement is hereby amended in its entirety to read as follows:


“(d) By either of Parent or Target if the Effective Date has not occurred by August 31, 2006; or”

2. Except as set forth above, the remaining terms and conditions of the Agreement shall not be amended by this Amendment and shall remain in full force and effect, and binding in accordance with their respective terms.


3. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.

Platinum Energy Resources, Inc. Provides Operations Update for Tandem Energy Holdings
Thursday June 22, 9:00 am ET


NEW YORK, NY--(MARKET WIRE)--Jun 22, 2006 -- Platinum Energy Resources, (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) ("Platinum") a special purpose acquisition corporation focused on the energy industry, today announced an operations update for the first five months of 2006 for Tandem Energy Holdings, Inc. Platinum Energy had previously announced that it entered into a definitive merger agreement to acquire Tandem. In connection with the acquisition, Tandem has provided to Platinum Energy detailed information regarding its production, operations and prospects, from which the information described in this operations release is derived.
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Operations Overview

During the first quarter of 2006, Tandem, as operator, drilled, reworked or recompleted 12 wells in four of its nine operated properties. As of May 31st, total proved reserves for Tandem were estimated to be 9,460 MBOE. This includes 3,300 MBOE proved developed producing reserves, 6,027 MBOE proved undeveloped reserves, and 133 MBOE proved developed non-producing reserves. This is an increase of over 120 MBOE in PDP reserves from the Dec 31, 2005 reserve report.

Mr. Jim Dorman, Executive Vice President of Platinum stated, "Given Tandem's two drilling rigs, four pulling units and other field equipment, as well as the talent and experience of Tandem's management team, Platinum will be well placed to make substantial additions to the 9.5 MM BOE of proved reserves of Tandem, once the acquisition is complete. Furthermore, using Tandem's base of operations, a stepped up development program calls for the additional drilling, reworking, and recompletion of approximately 100 new completions per year."

"There are many opportunities by which we can expand proved reserves. We believe that the proved reserves are underbooked, as there are typically two to four proved undeveloped locations booked for each proved developed producing well, whereas Tandem has less than one per well," continued Dorman. "Most of Tandem's proved undeveloped oil wells are currently booked at half of the expected production, based on what was recovered from historical analogs. Also, minimal behind pipe reserves have been booked, although we have identified many recompletion opportunities."

Ball Lease

During the first quarter of 2006, on the Ball Lease in Palo Pinto County, Texas, five new wells were drilled and two wells were recompleted with initial production adding approximately 100 BOE per day net to Tandem. This lease is sparsely drilled, has over 200 feet of Barnett shale below existing producing reservoirs and has shallow sand development that has never been tested on the lease. This potential significant upside has been identified by Platinum's geologic staff and Tandem's engineering group, and will be evaluated immediately after closing of the acquisition of Tandem.

Ira Unit

On the Ira Unit, located in Scurry County, Texas four new wells were drilled during the first quarter of 2006. This new drilling resulted in at least an additional 50 BOE per day net to Tandem. One of the new wells was drilled horizontally at a true vertical depth of 1,800 feet with a 1,100 foot horizontal displacement. The well has been fracture stimulated and is currently being evaluated.

According to Toben Scott, drilling engineer for Tandem, "This is our first use of horizontal drilling techniques, and it was accomplished using our existing equipment and infrastructure. We believe that horizontal drilling has the potential to double or triple the increase in production per well over a typical vertical well with less than a 25 percent increase in drilling cost."

Ballard Unit

Activity on the Ballard Unit, located in Eddy County, New Mexico has resulted in one new well during the first quarter of 2006. This well, the Ballard Grayburg San Andres Unit #26-6, has stabilized production of approximately 28 barrels of oil per day from the San Andres interval. Tandem is currently drilling another well in this unit and completion operations are ongoing on two other newly drilled wells. This unit is a prime candidate for downspace drilling and enhanced water flood expansion. During June and July, 2006, it is anticipated that an additional four wells will be drilled on the Ballard Unit.

Tomball Wilcox Drilling and Shallow Gas Reserves

During September 2006, it is anticipated that deeper drilling equipment will be available to drill a 9,000 foot Wilcox test on the Tomball property located in Harris County, Texas. Along with this new well, Tandem is planning a re-entry well in the same fault block to exploit the potentially significant Wilcox reserves.

Tandem recently completed a gas well at approximately 650 feet with initial net production of 130 MCF per day of dry gas. Reserves for this well have not been booked as yet, however it is anticipated that this shallow gas opportunity will be expanded in the future. Additionally, over 20 plugged and abandoned wells originally drilled by Exxon have been identified on the Tandem lease as potential re-entry candidates. These wells have been drilled to depths exceeding 5,000 ft and may have multiple productive pay zones that have not been included in the company's proved reserve report.

Horizontal Drilling

Subject to the results of the first horizontal well, Platinum anticipates that horizontal drilling techniques may be used on other Tandem leases going forward. Compared to a vertical well, the anticipation is that drilling productivity may be increased by up to a factor of three times with an increase in costs of less than 25 percent. The expectations of horizontal drilling economics have not been included in the company's proved reserve report, prepared by Williamson Petroleum Consultants, independent petroleum engineers.

For additional information, including links to a Web cast of the Company's IPAA presentation from April 10, 2006, and the revised preliminary proxy statement, please visit the Platinum Energy Resources web site at www.platenergy.com.

About Platinum Energy

On January 26, 2006, Platinum Energy (OTC BB:PGRIU.OB - News) (OTC BB:PGRI.OB - News) (OTC BB:PGRIW.OB - News) announced that it had entered into a merger agreement to acquire Tandem Energy Holdings, Inc. Tandem is an independent oil and gas exploration and production company headquartered in Midland, Texas.

Platinum has filed with the Securities and Exchange Commission a revised Preliminary Proxy Statement seeking approval of its stockholders of, among other things, its previously announced proposed merger with Tandem Energy Holdings, Inc. ("Tandem").

Platinum Energy Resources, based in Montvale, New Jersey, is a special purpose acquisition corporation seeking to acquire assets or operating businesses in the global oil and gas exploration and production industry. Platinum Energy anticipates aggressively building a portfolio of assets using multiple acquisitions subsequent to its first. Platinum Energy's strategy calls for the use of hedge financing to maximize profit and reduce risk resulting from volatile energy markets.

Platinum Energy was incorporated in April 2005 to acquire an operating business in the energy industry. Platinum Energy completed its initial public offering on October 24, 2005, receiving net proceeds of approximately $106 million through the sale of 14.4 million units of its securities at $8.00 per unit. Each unit is comprised of one share of Platinum Energy common stock and one redeemable and convertible common stock purchase warrant with an exercise price of $6.00. Platinum Energy holds over $105 million in a trust account maintained by an independent trustee, which will be released to Platinum upon the closing of the merger (less any amounts returned to Platinum Energy stockholders who elect to convert their shares to cash in accordance with Platinum Energy's charter).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Platinum Energy, Tandem and their combined business after completion of the proposed merger. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum Energy's and Tandem's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem is engaged; fluctuations in oil and gas prices and in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum Energy's filings with the Securities and Exchange Commission. The information regarding Tandem contained in this press release has been provided by Tandem. Further, the information set forth herein should be read in light of such risks. Neither Platinum Energy nor Tandem assumes any obligation to update the information contained in this press release.

Additional Information

Platinum Energy stockholders are urged to read the proxy statement regarding the proposed transaction because it contains important information. Copies of filings by Platinum Energy, which will contain information about Platinum Energy and Tandem, will be available without charge, when filed, at the Securities and Exchange Commission's internet site (http://www.sec.gov), and, when filed, will be available from Platinum Energy, without charge, by directing a request to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.

The respective directors and executive officers of Platinum Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Platinum Energy's directors and executive officers is available in the revised Preliminary Proxy Statement filed with the Securities and Exchange Commission on June 5, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the Securities and Exchange Commission when they become available.



Contact:
For more information contact:

Alan Katz, CJP Communications for
Platinum Energy Resources, Inc.
Public & Investor Relations
212-279-3115 x211
alan@cjpcom.com



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Source: Platinum Energy Resources

Platinum Energy Resources, Inc. to Present at IPAA OGIS Conference
Monday April 3, 5:20 pm ET


NEW YORK, April 3 /PRNewswire-FirstCall/ -- Platinum Energy Resources, Inc. ("Platinum Energy") (OTC Bulletin Board: PGRIU.OB - News, PGRI.OB - News, PGRIW.OB - News), announced today that Chief Executive Officer Barry Kostiner will present at the IPAA OGIS conference on Monday, April 10, 2006 at 3:45pm ET. The conference will be held at the Sheraton New York Hotel & Towers at 811 7th Ave in New York.
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The IPAA presentation will be filed with the SEC prior to the conference and will be available online in an 8-K filing from http://www.sec.gov. All interested parties are invited to listen to the live presentation over the Internet by logging on at the link below.

Webcast: http://www.investorcalendar.com/CEPage.asp?ID=103259

Please log on at least fifteen minutes early to download and install any necessary audio software.

The IPAA Oil & Gas Investment Symposium New York (OGIS New York) has become the premier outlet for publicly traded independent Exploration and Production and Service and Supply companies to present their company profiles to the investment community. Last year's Symposium attracted over 1500 attendees, including more than 600 buy/sell-side analysts and portfolio managers and 80 presenting companies.

On January 26, 2006, Platinum Energy announced that it had entered into a merger agreement to acquire Tandem Energy Holdings, Inc. Tandem is an independent oil and gas exploration and production company headquartered in Midland, Texas.

About Platinum Energy Resources, Inc.

Platinum Energy Resources, based in Montvale, New Jersey, is a special purpose acquisition corporation seeking to acquire assets or operating businesses in the global oil and gas exploration and production industry. Platinum Energy anticipates aggressively building a portfolio of assets using multiple acquisitions subsequent to its first. Platinum Energy's strategy calls for the use of hedge financing to maximize profit and reduce risk resulting from volatile energy markets.

Platinum Energy was incorporated in April 2005 to acquire an operating business in the energy industry. Platinum Energy completed its initial public offering on October 24, 2005, receiving net proceeds of approximately $106 million through the sale of 14.4 million units of its securities at $8.00 per unit. Each unit was comprised of one share of Platinum Energy common stock and one redeemable and convertible common stock purchase warrant having an exercise price of $6.00. Platinum Energy holds over $105 million in a trust account maintained by an independent trustee, which will be released to Platinum upon the closing of the merger (less any amounts returned to Platinum Energy stockholders who elect to convert their shares to cash in accordance with Platinum Energy's charter).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Platinum, Tandem and their combined business after completion of the proposed merger. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum's and Tandem's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in the U.S. and abroad; changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem is engaged; fluctuations in customer demand; management of rapid growth; general economic conditions; Tandem's business strategy and plans; the actual quantities of Tandem's reserves of oil and natural gas; the future levels of production of oil and natural gas by Tandem; future prices of and demand for oil and natural gas; the results of Tandem's future exploration, development and exploitation activities; future operating and development costs of Tandem's oil and natural gas properties; and the results of future financing efforts as well as other relevant risks detailed in Platinum's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Platinum nor Tandem assumes any obligation to update the information contained in this press release.

Platinum stockholders are urged to read the preliminary proxy statement and, when available, the definitive proxy statement regarding the proposed merger because it contains important information. Copies of filings by Platinum, which will contain information about Platinum and Tandem, will be available without charge, when filed, at the Securities and Exchange Commission's internet site (http://www.sec.gov), and will be available from Platinum, without charge, by directing a request to Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, NJ 07645.

The respective directors and executive officers of Platinum and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Platinum's directors and executive officers is available in Platinum's Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission on March 24, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the Securities and Exchange Commission when they become available.


For More Information Contact:
Alan Katz, CJP Communications for
Platinum Energy Resources, Inc.
Public & Investor Relations
212-279-3115 x211
alan@cjpcom.com

pgriw.ob on yahoo is a good buy if you like tandem oil and gas.
Since platinum indicated on 1/28/06 that they were acquiring tandem the warrants have traded in large blocks at ever increasing prices; just a penny at the time. It started at 1 and has increased to 1.10 while the stock(pgri) has essentially remained at 7.22.

All of this is my opinion only. I have been buying the warrants in blocks of 2-5k each at the bid.

Form 8-K for PLATINUM ENERGY RESOURCES INC


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1-Feb-2006

Entry into Material Agreement, Financial Statements and Exhibits



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Merger Agreement

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

At the Effective Time and as a result of the Merger, holders of the outstanding Tandem common stock are to receive $2.53 per share. However, certain directors and officers of Tandem, who in the aggregate own approximately 85% of the outstanding Tandem common stock have waived their right to receive $0.40 of such consideration and have elected to receive only $2.13 per share. The waived amounts will be added to the amounts to be received by shareholders who purchased their shares directly from Tandem or in the open market. Accordingly, such shareholders will receive an aggregate of $4.50 per share. Approximately $42 million of the $102 million purchase price will be used to retire Tandems long-term indebtedness.

Platinum Energy provided to Tandem a performance deposit of $500,000 which will be applied toward the payment of the purchase price upon closing. The performance deposit would be forfeited in the event the Merger Agreement is terminated for any reason other than a material breach of the terms of the Merger Agreement by Tandem. Under the terms of the Merger Agreement, Platinum Energy will be guaranteed $5 million in working capital but will be responsible for capital expenditures as of January 1, 2006 up to an average of $700,000 per month.

The closing of the Merger is subject to various closing conditions, including the filing of a proxy statement with the U.S. Securities and Exchange Commission, approval of the Merger Agreement by the shareholders of Platinum Energy and Tandem and the satisfaction or waiver of other customary conditions. In addition, the closing is conditioned on holders of not more than twenty percent (20%) of the shares of Platinum Energy common stock voting against the Merger and electing to convert their shares of Platinum Energy common stock into cash, as permitted by the Platinum Energy certificate of incorporation. The Platinum Energy initial shareholders, officers and directors, who hold approximately 20% of Platinum Energys voting stock, have agreed to vote their shares on the Merger in accordance with the vote of the majority of the non-affiliated Platinum Energy shareholders. Certain officers and directors of Tandem, holding approximately 75% of the outstanding shares of Tandem common stock have agreed to vote in favor of the Merger. Accordingly, Tandem shareholder approval is assured. If approved by Platinum Energy shareholders, the transaction is expected to close in the second quarter of 2006.



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Platinum Energy and Tandem have made customary representations and warranties and covenants in the Merger Agreement. In addition, Tandem has agreed not to solicit proposals related to alternative business combination transactions or enter into discussions concerning or provide information in connection with alternative business combination transactions. Platinum Energy has agreed not to enter into any agreement to acquire any oil and gas interest that would require a closing prior to the closing of the Merger.
The Merger Agreement contains certain termination rights for both Platinum Energy and Tandem, including, subject to certain limited exceptions, the ability for Platinum to terminate the Merger Agreement prior to closing in the event it is not satisfied or believes in its sole judgment that it will not be satisfied with the results of its due diligence investigation.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference. The Merger Agreement has been included to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about Platinum Energy or Tandem. The Merger Agreement contains representations and warranties that the parties to the Merger Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Merger Agreement. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of their Merger Agreement and are modified in important part by the underlying disclosure schedules.

In connection with the Merger Agreement, Platinum Energy entered into a Letter Agreement with Lance Duncan (Duncan) pursuant to which Platinum Energy agreed to pay Duncan at the Effective Time a broker's fee of $3 million. Pursuant to the Letter Agreement, Platinum Energy also agreed to pay Duncan restricted shares of its common stock valued at $5 million over 18 months following the Effective Time for continued consulting services.

On January 26, 2006, Platinum Energy issued a press release announcing that it has entered into the Merger Agreement with Tandem. A copy of the press release is attached as Exhibit 99.1.

Additional Information

Forward-Looking Statements

Platinum Energy claims the protection of the safe harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Platinum Energys and Tandem's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:
business conditions in the U.S. and abroad;



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changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tandem is engaged; fluctuations in oil and gas prices and in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in Platinum Energys filings with the Securities and Exchange Commission, including its report on Form 10-Q for the period ended September 30, 2005. The information set forth herein should be read in light of such risks. Neither Platinum Energy nor Tandem assumes any obligation to update the information contained in this press release.
Platinum Energy shareholders are urged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Copies of filings by Platinum Energy, which will contain information about Platinum Energy and Tandem, will be available without charge, when filed, at the Securities and Exchange Commission's internet site (http://www.sec.gov), and, when filed, will be available from Platinum Energy, without charge, by directing a request to Platinum Energy Resources, 3 Paragon Drive, Montvale, NJ 07654.

The respective directors and executive officers of Platinum Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Platinum Energy's directors and executive officers is available in its Prospectus dated October 24, 2005 filed with the Securities and Exchange Commission on October 26, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission when they become available.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits

2.1 Agreement and Plan of Merger dated as of January 26, 2006, among Platinum Energy Resources, Inc., Tandem Energy Holdings Inc. and PER Acquisition Corp.

10.1 Letter Agreement, dated as of January 26, 2006, between Platinum Energy Resources, Inc. and Lance Duncan.

99.1 Press Release dated January 26, 2006.