1329605--3/24/2006--PLATINUM_ENERGY_RESOURCES

related topics

{interest, director, officer}

{stock, price, share}

{gas, price, oil}

{cost, regulation, environmental}

{operation, international, foreign}

{acquisition, growth, future}

{investment, property, distribution}

{product, market, service}

{control, financial, internal}

{stock, price, operating}

Risks associated with our business We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective. If we are forced to liquidate before a business combination, our stockholders who purchased their securities in our IPO will receive less than $8.00 per share upon distribution of the trust fund and our warrants will expire worthless. You will not be entitled to protections normally afforded to investors of blank check companies. Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than $7.32 per share. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. It is likely that some of our current officers and directors will resign upon consummation of a business combination and we will have only a limited ability to evaluate the management of the target business. Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination. Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. All of our officers and directors own shares of our common stock which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. It is probable that we will only be able to complete one business combination with the proceeds of our IPO, which will cause us to be solely dependent on a single business and a limited number of products or services. We will not generally be required to obtain a determination of the fair market value of a target business from an independent, unaffiliated third party. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. Our initial stockholders, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote. Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect a business combination. If our initial stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination. Our securities are quoted on the OTC Bulletin Board, which limits the liquidity and price of our securities more than if our securities were quoted or listed on The Nasdaq Stock Market or a national exchange. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Because we may be deemed to have no independent directors, actions taken and expenses incurred by our officers and directors on our behalf will generally not be subject to independent review. Risks related to the merger with Tandem Risks related to the merger with Tandem There are risks associated with not consummating our proposed merger with Tandem. There are risks associated with not consummating our proposed merger with Tandem. Since Tandem Energy Holdings, Inc. was a publicly-traded shell corporation, our acquisition of Tandem will subject us to the shell corporation s known and unknown liabilities. Risks related to the oil and gas E P industry Fluctuations in energy prices may cause a reduction in the demand or profitability of the products or services we may ultimately produce or offer. Changes in technology may render our products or services obsolete following a business combination. Failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities. Our target business following a business combination and future acquisitions may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. Oil and gas drilling and producing operations can be hazardous and may expose us to environmental liabilities. Our target business following a business combination may engage in hedging transactions in an attempt to mitigate exposure to price fluctuations in oil and natural gas transactions and other portfolio positions which may not ultimately be successful. Since we may acquire a company located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate.

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1329605--3/24/2006--PLATINUM_ENERGY_RESOURCES_INC