1329605--4/2/2007--PLATINUM_ENERGY_RESOURCES

related topics

{interest, director, officer}

{stock, price, share}

{acquisition, growth, future}

{investment, property, distribution}

{personnel, key, retain}

{stock, price, operating}

If we are unable to complete the asset acquisition with TEC, we will not have enough time to negotiate and consummate another business combination and will be required to liquidate. In a liquidation, holders of our shares purchased in the IPO will receive less than the $8.00 per unit IPO offering price. There are significant obstacles to completing the asset acquisition with TEC and we cannot assure you that the deal will be consummated. If we are unable to effect the asset acquisition with TEC and are forced to liquidate, our warrants will expire worthless. If third parties bring claims against us, the IPO proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than $7.58 per share. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. If we do not, in a timely manner, consummate the asset acquisition with TEC and are forced to dissolve and liquidate, payments from the trust account to our public stockholders may be delayed. Our officers and directors own shares of our common stock and warrants which will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether particular changes to the asset acquisition with TEC are appropriate. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted. Risks Related to Consummating the Asset Acquisition with TEC If we consummate the asset acquisition with TEC, Platinum s stockholders will experience immediate dilution as a consequence of the issuance of shares of Platinum common stock to TEC as consideration in the asset acquisition. We have agreed to register the Platinum shares in connection with Tandem s intended liquidation and distribution of the Platinum shares to its stockholders. This may reduce the market price of our stock. Our outstanding warrants and our outstanding unit purchase option may be exercised in the future, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. This might have an adverse effect on the market price of our common stock. Our working capital will be reduced if Platinum stockholders exercise their right to convert their shares into cash. This would reduce our cash reserve after the asset acquisition. If the contemplated benefits of the asset acquisition do not meet the expectations of financial or industry analysts, the market price of Platinum s common stock may decline. Since Tandem, TEC s parent entity, was a publicly-traded shell corporation, our acquisition of substantially all of the assets and liabilities of TEC may subject us to successor liability for the shell corporation s known and unknown liabilities. As a result of the asset acquisition with TEC, Platinum stockholders will be solely dependent on a single business. Platinum may be unable to attract and retain key management personnel and other employees in the oil and gas E P industry, which may negatively affect the effectiveness of Platinum s management and results of operations. 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.

Full 10-K form ▸

1329605--4/2/2007--PLATINUM_ENERGY_RESOURCES_INC