As filed with the Securities and Exchange Commission on February 6, 2008

Registration No. 333-147713

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PLATINUM RESEARCH ORGANIZATION, INC.

(Name of small business issuer in its charter)

Delaware		7380		20-2842514
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer IdentificationNo.)

2777 N. Stemmons Freeway, Suite 1440
Dallas, Texas 75207
(214) 271-9503

(Address and telephone number of principal executive offices and principal place of business)

John T. Jaeger, Jr.
President and Chief Executive Officer
Platinum Research Organization, Inc.
2777 N. Stemmons Freeway, Suite 1440
Dallas, Texas 75207
(214) 271-9503

(Name, address and telephone number of agent for service)

Copy to:

Lance M. Hardenburg

Hallett & Perrin, P.C.

2001 Bryan Street, Suite 3900

Dallas, Texas 75201

(214) 953-0053

Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check this box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated February 6, 2008

PROSPECTUS

PLATINUM RESEARCH ORGANIZATION, INC.

Common Stock, $.001 par value

27,500,000 Shares

The selling stockholders named in this prospectus may use this prospectus to offer and sell up to 27,500,000 shares of our common stock from time to time, which shares are issuable upon conversion of certain outstanding shares of our Series “A” Convertible Preferred Stock and upon exercise of certain warrants to acquire shares of our common stock. The selling stockholders will receive all the proceeds from the sale of the offered shares of common stock. See “Selling Stockholders” on page 9 of this prospectus.

Our common stock is traded on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “PLRO.OB”. The last reported bid quote for our common stock on the OTCBB on February 4, 2008, was $0.40 per share.

The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus to read about certain factors you should consider before deciding whether to invest in our common stock.

Platinum Research Organization, Inc. is a Delaware corporation. Our principal executive offices are located at 2777 N. Stemmons Freeway, Suite 1440, Dallas, Texas 75207 and our phone number is (214) 271-9503. In this prospectus, references to “Platinum,” the “Company,” “we,” “us” and “our” refer to Platinum Research Organization, Inc. and its subsidiaries.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2008.

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	3
Forward-Looking Statements	8
Use of Proceeds	9
Selling Stockholders	9
Plan of Distribution	15
Legal Proceedings	15
Management	16
Executive Compensation	18
Certain Relationships and Related Transactions and Director Independence	23
Security Ownership of Certain Beneficial Owners and Management	24
Description of Securities	26
Description of Business	28
Description of Property	34
Management’s Discussion and Analysis or Plan of Operation	34
Market for Common Equity and Related Stockholder Matters	40
Legal Matters	40
Experts	41
Where You Can Find More Information	41
Index to Financial Statements	F-1

PROSPECTUS SUMMARY

This prospectus is part of a registration statement on Form S-1 (the “registration statement”) that we filed with the Securities and Exchange Commission (the “SEC”). Under this registration statement, the selling stockholders identified herein may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities being offered. This prospectus does not contain all of the information included in the registration statement. We may file a prospectus supplement, which may add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information under the heading “Where You Can Find More Information.”

Investors should pay particular attention to the information regarding investment risks related to Platinum and this offering of its common stock that are included in the section entitled “Risk Factors” below.

Our Company

The Company is a development stage company whose business focus is the design, development and commercialization of patented high-performance lubricants and coatings. As of December 31, 2007, the Company had not recorded any revenues from operations. The Company’s products will be marketed under the trade name TechroBond™ for automotive, aviation, industrial and consumer aftermarkets. TechroBond^TM is one of a series of product applications that Platinum Research Organization, L.P., a Texas limited partnership and wholly-owned subsidiary of the Company (“Platinum LP”), developed based on its patented processes and technologies relating to a fluorinated thiophosphate and a new technique to react zinc dialkyl dithiophosphate (“ZDDP”) and poly tetra fluroethylene to yield new proprietary compounds that enhance the anti-wear and anti-corrosion capabilities of lubricants and coatings (individually and collectively, the “PRO Technology”). The resulting compounds have yielded significantly enhanced anti-wear and anti-corrosion capabilities when measured in bench laboratory tests at the University of Texas at Arlington (“UTA”), our research partner, and, more importantly, suggest that the PRO Technology may be a replacement for ZDDP in engine and lubricating oils. Management believes that this new technology will position the Company to penetrate several large, global markets for lubricants should the Company be successful in bringing its products that rely upon this new technology to market. The Company intends to develop three primary product lines within the lubricant additive industry, including greases, industrial oils and engine oils, as well as to develop specialty coatings.

The Company received its first purchase order from R.T. Vanderbilt in December 2007 for TechroBond 280, the Company’s first commercially-available product for use in the global industrial grease market. R.T. Vanderbilt is the exclusive distributor of TechroBond 280 for the global industrial grease market. The Company expects that in 2008 it will receive additional purchase orders for and realize revenues from the sale of the TechroBond 280 product. TechroBond 240, a product that will be sold in both the industrial grease and engine oil markets, is currently being registered in the European Union and has received EPA approval in the U.S. The Company expects to realize revenues from sales of TechroBond 240 in 2009 in both the industrial grease and engine oil markets.

The Company was originally incorporated in the State of Nevada on May 13, 2005, under the name “NorthTech Corporation.” The Company was initially formed to develop, expand and market two web-based database programs for small business and community sports. The Company completed its initial public offering in March 2006, though subsequently it abandoned its software development business. Beginning in October 2006, the Company completed a series of mergers with wholly-owned subsidiaries in order to reincorporate the Company in the State of Delaware and change the name of the Company to “Platinum Research Organization, Inc.” On April 18, 2007, the Company completed the acquisition of Platinum LP pursuant to the consummation of a Contribution Agreement entered into on October 26, 2006, and at that time the Company assumed the business focus of Platinum LP.

The Company’s acquisition of Platinum LP has been accounted for as a reverse acquisition application of the purchase method of accounting by the Company, with Platinum LP being treated as the accounting acquirer. Accordingly, the assets and liabilities of Platinum Research Organization, Inc. (formerly known as NorthTech Corporation) have been recorded at their respective historical costs and added to those of Platinum LP, and the reported results of operations of the Company now and going forward reflect the historical financial and operating

results of Platinum LP. Unless otherwise noted, references in this prospectus to “the Company” or “Platinum” refer to the historical Platinum LP and the current Platinum Research Organization, Inc. References to “the Predecessor” refer to the Platinum Research Organization, Inc. entity formerly known as NorthTech Corporation prior to the consummation of the Contribution Agreement on April 18, 2007.

Terms of the Offering

Common stock offered by the selling stockholders		27,500,000 shares

Common stock to be outstanding after the offering		102,500,000 shares (assumes all convertible securities are exercised and that all shares offered are sold)

Use of proceeds		We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.

Over-the-Counter Bulletin Board Symbol		PLRO.OB

RISK FACTORS

The value of our business and an investment in our common stock is subject to the significant risks inherent in our business. Investors should consider carefully the risks and uncertainties described below and the other information in this prospectus. If any of the events described below actually occur, our profitability may decline or we may incur losses, which in turn could cause the price of our common stock to decline, perhaps significantly.

Risks Related to the Company

The Company is a development stage company with a history of operating losses and expects to continue to realize losses in the near future. The Company may not become profitable or be able to sustain profitability.

The Company is a development stage company, and since inception, the Company has incurred significant net losses. The Company has reported a net loss of $8,895,955 from the date of inception on April 28, 2004 to September 30, 2007. For the fiscal years ended December 31, 2006, and December 31, 2005, the Company reported net losses of $2,345,107 and $2,147,610, respectively. The Company expects to continue to incur net losses and negative cash flow in the near future. The size of these losses will depend, in large part, on the Company’s ability to realize product sales revenue from marketing its products. To date, the Company has not had any operating revenue from the sale of its products. The Company’s ability to generate revenues will be dependent upon, among other things, the successful negotiation of marketing and distribution agreements, conclusive and definitive test results demonstrating the benefits of the Company’s products and the acceptance of the Company’s technology and products by potential customers. Because the Company does not yet have a material, recurring revenue stream resulting from product sales, there can be no assurance that the Company will be successful in its sales efforts. The Company expects its operating expenses to increase, reflecting increased testing and marketing expenses in the short term which will necessitate higher levels of revenue for profitability when and if the Company begins to generate recurring revenues. Should the Company achieve profitability, there is no assurance the Company can maintain or increase profitability levels in the future.

If projected sales and revenues do not materialize as planned, the Company will need additional financing to continue operations.

While the Company believes it has sufficient funds available to provide resources for operations through the second quarter of 2008, failure to achieve significant, sustained sales and revenues from the Company’s TechroBond 280 product in the industrial grease market by the end of such period will require the Company to seek additional financing. While management is currently seeking third party financing, it can give no assurances that they will be successful in these efforts. The Company’s budget for the next twelve months emphasizes the continued development and marketing of its products. Cash needs during the next twelve-month period are expected to average approximately $300,000 per month. In addition, changes may occur in the Company’s current operations that would use available cash resources sooner than anticipated. If the anticipated product sales do not materialize, or are significantly less than anticipated, the Company will have to raise additional funds to continue product development and commercialization activities. If this future financing is not available, investors may lose a substantial portion, or all, of their investment, and the Company’s business may fail. The Company currently has no immediate means for obtaining any additional financing. Consequently, the Company cannot assure investors that additional financing, if necessary, will be available to the Company on acceptable terms, or at all.

The Company will need a significant amount of cash to service its indebtedness, and its ability to generate cash depends on many factors beyond its control.

The Company’s ability to generate sufficient cash flow from operations to make scheduled payments on its debt depends on a range of economic, competitive and business factors, many of which are outside its control. Based on an average interest rate of 14% at December 31, 2006, and outstanding borrowings at that date of $6,000,000, the Company’s annual interest expense would be $840,000. The Company’s business may not generate sufficient cash flow from operations to service its debt obligations, particularly if projected sales and revenues are not realized on schedule or at all. If the Company is unable to service its debt obligations, the Company may need to refinance all or a portion of its indebtedness on or before maturity, reduce or delay capital expenditures, sell assets or raise

additional equity. The Company may not be able to refinance any of its indebtedness, sell assets or raise additional equity on commercially reasonable terms or at all, which could cause it to default on its obligations and impair its liquidity. The Company’s inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, could have a material adverse effect on the Company’s business and financial condition.

Restrictive covenants in the Company’s debt instruments may adversely affect its business.

The Company’s senior loan agreement contains restrictive covenants. These covenants will constrain the Company’s activities and limit its operational and financial flexibility. The failure to comply with the covenants in the senior loan agreement and the agreements governing other indebtedness, including indebtedness incurred in the future, could result in an event of default, which, if not cured or waived, could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company currently purchases all of its product supply requirements from a single, outside source and has no in-house product manufacturing capability. Therefore, if business complications arise either with a supplier or with a supplier relationship, the supply of the Company’s products could be materially adversely affected.

The Company currently contracts with a single, outside specialty chemical manufacturing company for the production and supply of 100% of its product needs. The Company is therefore exposed to product supply disruptions that could be caused by adverse business circumstances with this supplier, raw material shortages, plant breakdowns and other situations affecting the supply of the Company’s products from this supplier. There can be no assurances that, in the event of a supply disruption, the Company would be able to quickly contract with another manufacturer for the continued supply of its products. Such a disruption could materially adversely affect the Company’s business, financial condition and results of operations.

There is a risk that products developed by competitors will reduce the sales of the Company’s products, thereby severely impacting the Company’s ability to continue operations.

The Company may face competition from companies that are developing and marketing products similar to those the Company is developing and marketing. These companies may have significantly greater marketing, financial and managerial resources than the Company. The Company cannot assure investors that competitors will not succeed in developing and distributing products that will render the Company’s products obsolete or non-competitive. Generally, such competition could materially adversely affect the Company’s business, financial condition and results of operations.

If the Company is unable to protect its technology from use by competitors, there is a risk that the Company will sustain losses, or that the Company’s business may fail.

The key asset of the Company is its proprietary technology and related patents. As a development stage company with a significant portion of its assets being intangible assets, and with the Company’s business prospects resting almost entirely on such assets, the Company’s success will depend, in large part, on its ability to obtain and enforce intellectual property protection for its technology in both the United States and other countries. The Company has filed patent applications in the United States Patent and Trademark Office and international counterparts of applications in the United States Receiving Office under the Patent Cooperation Treaty. The Company cannot provide any assurance that patents will be issued from these applications or that, with respect to any patents, whether issued or pending, the claims allowed are or will be sufficiently broad to protect the key aspects of the Company’s technology, or that the patent laws will provide effective legal or injunctive remedies to stop any infringement of the Company’s patents. In addition, the Company cannot assure investors that any owned patent rights will not be challenged, invalidated or circumvented, that the rights granted under patents will provide competitive advantages, or that competitors will not independently develop or patent technologies that are substantially equivalent or superior to the Company’s technology. The Company’s business plan assumes that the Company will obtain and maintain comprehensive patent protection of its technologies. The Company cannot assure investors that such protection will be obtained, or that if obtained, it will withstand challenge. Furthermore, if an action is brought, a court may find that the Company has infringed on the patents owned by others. The Company

may have to go to court to defend its patents, to prosecute infringements or to defend infringement claims made by others. Patent litigation is expensive and time-consuming, and well-funded adversaries can use such actions as part of a strategy for depleting the resources of a small company such as the Company. The Company cannot assure investors that the Company will have sufficient resources to successfully prosecute its interests in any litigation that may be brought.

Because of the nature of the Company’s products, the Company may be subject to government approvals and regulations that reduce its ability to commercialize its products, increase costs of operations and decrease its ability to generate income.

The Company is in the business of developing high-performance lubricants and coatings that contain chemical compounds and ingredients that are heavily regulated by U.S. and international laws and regulations, and changes in those laws and regulations could restrict or alter the development, production, transportation and sale of the Company’s products. There is no single regulatory authority from which the Company must seek certification or approval to sell products in the U.S., or outside its borders.

The Company currently has a product in the marketplace, TechroBond 280, that, due to the nature of its contents, does not require approval from the EPA or other foreign jurisdictions. However, the Company is currently in the process of registering a second product, TechroBond 240, that will be used in both the global grease and engine oil markets. The TechroBond 240 product has received EPA approval in the U.S. and is currently being evaluated in other foreign jurisdictions. The inability of TechroBond 240 to be registered in these foreign jurisdictions would have a material adverse impact on the Company’s business plan and its ability to penetrate the engine oil markets.

There can be no assurance that the Company will obtain regulatory approvals and certifications for its products in all of the markets the Company seeks to conduct business. Even if the Company is granted such regulatory approvals and certifications, as in the case of TechroBond 280, the Company may be subject to additional regulations and limitations imposed on the use of its products, such as environmental regulations or economic restrictions (price controls). In the future, the Company may be required to comply with certain restrictive regulations, or potential future regulations, rules or directives. The Company cannot guarantee that restrictive regulations will not, in the future, be imposed. Such potential regulatory conditions or compliance with such regulations may increase the Company’s cost of operations or decrease its ability to generate income, thereby adversely affecting the Company’s business, financial condition and results of operations.

The Company creates products that may have harmful effects on the environment if not stored and handled properly prior to use, which could result in significant liability and compliance expense.

The Company’s current and future products involve the controlled use of materials that could be hazardous to the environment. The Company cannot eliminate the risk of accidental contamination or discharge to the environment of these materials and any resulting problems that occur. Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of these materials. The Company may be named a defendant in any suit that arises from the improper handling, storage or disposal of these products. The Company could be subject to civil damages in the event of an improper or unauthorized release of, or exposure of individuals to, these materials. Claimants may sue the Company for injury or contamination that results from use by third parties of the Company’s products, and the Company’s liability may exceed its total assets. Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair the Company’s research, development and sales and marketing efforts.

If the Company loses any key personnel or management, the Company may lose business prospects and sales or be unable to otherwise fully operate its business.

The Company has a very small and highly specialized management team, most of whom have significant experience with and an intimate understanding of the Company’s technology and industrial relationships. The Company’s success will be largely dependent on the decisions made by its management and actions of its key field personnel. With a technology-based development stage business such as the Company’s, the loss of any member of the management team could significantly impair both the product development and the commercialization efforts

underway, as attracting a qualified replacement with the requisite level of technical knowledge and familiarity with the lubricant industry would significantly strain the Company’s resources, potentially reducing the working capital available for operations. In this regard, investors should be aware that Michael D. Newman, the Company’s Senior Vice President and Chief Financial Officer, has announced his intention to resign from his positions with the Company effective March 1, 2008. Management may seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals, as well as assisting in the development and operation of any projects. The Company cannot assure investors that it will be able to obtain this necessary assistance on reasonable terms, or that the Company will be able to retain its existing management staff. The failure of the Company to do either of the foregoing could adversely affect the Company’s business, financial condition and results of operations.

The Company may have difficulties managing growth, which could lead to lower sales and financial losses.

While the Company has not achieved any meaningful, recurring revenues through the sale of its products, should certain events occur, such as a large, recurring order from a well-known company or endorsement of the Company’s products from a well-known commercial entity, sales may escalate rapidly. Rapid growth would strain the Company’s human and infrastructure resources, potentially leading to higher operating costs, lost sales or both. The Company’s ability to manage operations and control growth will be dependent upon the ability to improve operational, financial and management controls, reporting systems and procedures, and to attract and retain adequate numbers of qualified employees. Should the Company be unable to successfully provide the resources needed to manage growth, customer satisfaction could suffer, and higher costs and/or losses could develop.

If the Company fails to establish marketing, sales and distribution capabilities, or fails to enter into arrangements with third parties to provide these capabilities, the Company will not be able to create a market for its product candidates.

The Company’s strategy with its lead product candidates is to control, directly or through contracted third parties, all or most aspects of the product development process, including marketing, sales and distribution. The Company anticipates entering into strategic alliances with third parties in the U.S. to market and distribute its products. In order to generate sales of any of its products, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or make arrangements with third parties to perform these services for it. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of the Company’s management and key personnel and defer its product development efforts. To the extent that the Company enters into marketing and sales arrangements with other companies, the Company’s revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop sales, marketing and distribution channels, or enter into arrangements with third parties, the Company will experience delays in product sales and incur increased costs, which could ultimately adversely affect the Company’s business, financial condition and results of operations.

There are certain rules applicable to the Company’s common stock as a “penny stock,” and those rules may limit the liquidity and the resale of the Company’s common stock.

The SEC has promulgated rules governing the trading in penny stocks, defined generally as low-priced (below $5), speculative securities of very small companies. While penny stocks generally trade over-the-counter, such as on the OTCBB or the “Pink Sheets,” they may also trade on securities exchanges, including foreign securities exchanges. Under these rules, the Company’s common stock is currently classified as a penny stock. As a penny stock, the Company’s common stock is currently subject to rules promulgated by the SEC that impose additional sales practice requirements on broker-dealers that might sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to completing a sale. Further, if the price of the stock is below $5 per share and the issuer does not have $2.0 million or more net tangible assets or is not listed on a registered national securities exchange, sales of

such stock in the secondary trading market are subject to certain additional rules promulgated by the SEC. The Company’s common stock is currently subject to these additional rules. These rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices and disclosure of the compensation to the broker-dealer and the salesperson working for the broker-dealer in connection with the transaction. These rules and regulations may affect the ability of broker-dealers to sell the Company’s common stock, thereby effectively limiting the liquidity of the Company’s common stock. These rules may also adversely affect the ability of persons that acquire the Company’s common stock to resell their securities in any trading market that may exist at the time of such intended sale. Furthermore, penny stocks, including the Company’s common stock, may trade infrequently, which means that it may be difficult to sell penny stock shares, including shares of the Company’s common stock, once you own them. Investors in penny stocks, including the Company’s common stock, should be prepared for the possibility that they may lose their whole investment.

The Company’s common stock is not listed on a national exchange, and the current public market for the Company’s common stock is limited and highly volatile, which generally affects the price of the Company’s common stock.

The Company’s common stock currently trades in the United States only in the over-the-counter market on the OTCBB, which is a reporting service and not a securities exchange. The Company cannot assure investors that in the future the Company’s common stock would ever qualify for inclusion on any of the NASDAQ markets, the American Stock Exchange or any other national exchange or that more than a limited market will ever develop for the Company’s common stock. The lack of an orderly market for the Company’s common stock may negatively impact the volume of trading and market price for the Company’s common stock.

Historically, the volume of trades for the Company’s stock has been limited. Moreover, the prices at which the Company’s common stock has traded have fluctuated fairly widely on a percentage basis. There can be no assurance as to the prices at which the Company’s common stock will trade in the future, although they may continue to fluctuate significantly. Prices for the Company’s common stock will be determined in the marketplace and may be influenced by many factors, including the following:

· the depth and liquidity of the markets for the Company’s common stock;

· investor perception of Platinum and the industry in which the Company participates;

· general economic and market conditions;

· statements or changes in opinions, ratings or earnings estimates made by brokerage firms or industry analysts relating to the market in which the Company does business or relating to us specifically, as has occurred in the past;

· quarterly variations in the Company’s results of operations; and

· domestic and international macroeconomic factors.

The trading activity in the Company’s common stock should be considered sporadic, illiquid and highly volatile. An active trading market for the Company’s common stock may not exist in the future. Even if a market for the common stock offered pursuant to this prospectus continues to exist, investors may not be able to resell their common stock at or above the purchase price for which such investors purchased such shares.

In addition, the stock market has recently experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on the market prices for many companies similar to us. These fluctuations are often unrelated to the operating performance of the specific companies. As a result of the factors identified above, a stockholder (due to personal circumstances) may be required to sell his shares of the Company’s common stock at a time when the Company’s stock price is depressed due to random fluctuations, possibly based on factors beyond the Company’s control.

The Company’s authorized preferred stock exposes holders of the Company’s common stock to certain risks.

The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 100,000,000 shares of preferred stock. The Company has currently designated 5,000,000 shares of Series “A” Convertible Preferred Stock (“Series A Preferred”), and has 95,000,000 shares of authorized preferred stock that have not been designated or issued. The authorized but unissued preferred stock constitutes what is commonly referred to as “blank check” preferred stock. This type of preferred stock may be issued by the Company’s Board of Directors from time to time on any number of occasions, without stockholder approval, as one or more separate series of shares comprised of any number of the authorized but unissued shares of preferred stock, designated by resolution of the Board of Directors stating the name and number of shares of each series and setting forth separately for such series the relative rights, privileges and preferences thereof, including, if any, the: (i) rate of dividends payable thereon; (ii) price, terms and conditions of redemption; (iii) voluntary and involuntary liquidation preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v) terms of conversion to common stock, including conversion price; and (vi) voting rights. Such preferred stock may provide the Company’s Board of Directors the ability to hinder or discourage any attempt to gain control of us by a merger, tender offer at a control premium price, proxy contest or otherwise. Consequently, the preferred stock could entrench the Company’s management. The market price of the Company’s common stock could be depressed to some extent by the existence of the preferred stock. As of the date hereof, 5,000,000 shares of the Company’s Series A Preferred were issued and outstanding.

Future sales of the Company’s common stock in the public market, including those shares issuable in connection with this offering, or the perception that such sales could occur, could cause the Company’s stock price to decline, even if the Company’s business is doing well.

The market price of the Company’s common stock could drop if a substantial number of shares are issued, particularly if they are sold in the public market or if the market perceives that such sales could occur. An excess number of available shares on the market is likely to depress the Company’s stock price. The Company has issued a number of warrants that are currently outstanding, including warrants to purchase up to 2,500,000 shares of the Company’s common stock, at an exercise price of $0.26 per share. In addition, the Company may issue up to 34,166,667 additional shares under the Company’s employee stock incentive plan.

Pursuant to this prospectus, the Company is registering on behalf of the selling stockholders 27,500,000 shares of common stock, including 2,500,000 shares that are issuable to the selling stockholders upon exercise of outstanding warrants and 25,000,000 shares that are issuable upon conversion of outstanding shares of Series A Preferred. These shares are described in the “Selling Stockholders” section. After these shares are registered, they may be sold in the public market, which could cause the market price of the Company’s common stock to drop. An overabundance of available shares on the market may limit the price growth potential of the Company’s common stock even if the Company’s business is doing well, because the available supply may exceed the demand for the Company’s shares. In addition, these securities may impair the Company’s ability to raise needed capital by depressing the price at which the Company could sell its common stock.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. The words “intend,” “anticipate,” “believe,” “estimate,” “plan” and “expect,” and similar expressions as they relate to us, are included to identify these forward-looking statements. Forward-looking statements include those that address activities, developments or events that we expect or anticipate will or may occur in the future. All statements other than statements of historical fact contained in this prospectus, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The actual outcome of the events described in these forward-looking statements could differ materially. Risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include, among other things:

· the risks associated with growth;

· changes in customer demand and preferences that cause people to desire products other than those offered by us; and

· risks associated with the lack of liquidity of our shares of common stock due to the limited public market for our common stock.

These factors expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus and any prospectus supplement. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any intention or obligation to update forward-looking statements after we distribute this prospectus.

USE OF PROCEEDS

All of the shares of common stock being offered under this prospectus are being sold by the selling stockholders, and this prospectus has been distributed solely to permit the selling stockholders to do so. The Company is not offering shares of its common stock for sale, and, accordingly, it will receive no proceeds from the resale of these shares. However, the Company will receive proceeds, in the amount of the exercise price of the warrants, for shares of common stock issued upon exercise of the warrants. Assuming exercise of all warrants at the initial exercise price, the gross proceeds to the Company from the exercise would be $650,000. We intend to use any proceeds from such exercise for working capital and general corporate purposes.

SELLING STOCKHOLDERS

This prospectus relates to the disposition from time to time by the selling stockholders named herein of up to 27,500,000 shares of our common stock. The shares are issuable upon conversion of 5,000,000 shares of our Series A Preferred, which are convertible at a ratio of five common shares for each share of Series A Preferred (5:1), and upon exercise of 2,500,000 warrants to purchase shares of common stock at a price of $0.26 per share. All of the aforementioned securities were issued by us to the selling stockholders in a series of private placement transactions consummated on April 18, 2007 in connection with our acquisition of Platinum LP pursuant to the Contribution Agreement, which closed the same date. The shares of Series A Preferred were sold to the selling stockholders identified below for an aggregate purchase price of $4,500,000, and the warrants were issued to Investa Corporation and Ms. Cecelia Pineda, the Company’s former CEO and sole director, in exchange for certain advisory services provided to the Company during the Contribution Agreement transaction. In connection with the Contribution Agreement, we entered into a Registration Rights Agreement with the selling stockholders and agreed to file the registration statement on Form S-1 of which this prospectus is a part to register for resale the shares of common stock underlying the Series A Preferred and the warrants following the closing date.

The selling stockholders named herein may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of common stock covered hereby on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices.

We will not receive any proceeds from the disposition of common stock by the selling stockholders. The selling stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of shares with the SEC.

The following table sets forth for each selling stockholder:

· the name of the stockholder;

· the number of shares of our common stock that the stockholder beneficially owned prior to the offering for resale of the shares under this prospectus;

· the number of shares of our common stock registered for sale for the account of the stockholder under this prospectus; and

· the number and percent of shares of our common stock to be beneficially owned by the stockholder (assuming all of the shares covered hereby are sold by each stockholder).

The number of shares in the column “Number of Shares Offered for Sale” represents all of the shares that each stockholder may dispose of under this prospectus. Except as otherwise noted, each of the selling stockholders named below has sole voting and investment power with respect to the shares of common stock beneficially owned by that selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are issuable upon the exercise of outstanding options, warrants, convertible securities or other purchase rights are treated as outstanding for purposes of computing each selling stockholder’s percentage ownership of outstanding shares to the extent they are exercisable within sixty days of the date on which such ownership is calculated. We do not know how long the stockholders will hold the shares before disposing of them or how many shares they will dispose of, and we currently have no agreements, arrangements or understandings with any of the stockholders regarding the disposition of any of the resale shares.

	Number of Shares				Shares Beneficially Owned
Name of	Beneficially Owned		Number of Shares		After the Offering
Beneficial Owner	before the Offering		Offered for Sale		Number(1)	Percentage(2)

Felix Holdings Limited(3)	3,777,775	(4)	2,777,775	(4)	1,000,000	1.3	%
Epsom Investment Services, NV(5)	4,861,110	(4)	4,861,110	(4)	-0-	-0-
Jadry Financial Corp, Inc.(6)	4,861,110	(4)	4,861,110	(4)	-0-	-0-
Hypo Alpe-Adria-Bank (Liechtenstein) AG(7)	4,861,110	(4)	4,861,110	(4)	-0-	-0-
JTE Finance Ltd(8)	4,861,110	(4)	4,861,110	(4)	-0-	-0-
Bank Sal Oppenheim Jr. & CIE(9)	2,777,775	(4)	2,777,775	(4)	-0-	-0-
ZZ Fractional Share Pending Account	10	(4)	10	(4)	-0-	-0-
Investa Corporation(10)	2,000,000	(11)	2,000,000	(11)	-0-	-0-
Cecelia Pineda(12)	500,000	(11)	500,000	(11)	-0-	-0-

*		Less than 1%.
(1)		Assumes the selling stockholders (a) dispose of all the shares of common stock covered by this prospectus, (b) do not otherwise dispose of any shares of common stock acquired by them prior to the date hereof and (c) do not acquire any additional shares of common stock.
(2)		This percentage is calculated using (a) as the numerator, the number of shares of common stock owned by the stockholder, but not included in the prior column as being offered for sale under this prospectus, and (b) as the denominator, 75,000,000, being the number of shares of common stock outstanding on the date hereof, plus the number of shares offered for sale by the stockholder that are not currently outstanding.

(3)		The voting and disposition of the shares of Series A Preferred held by Felix Holdings Limited are determined by Mr. Steven Drayton.
(4)		Represents shares of common stock underlying shares of the Company’s Series A Preferred, which are convertible into shares of common stock at a ratio of five common shares for each share of Series A Preferred (5:1) at an initial conversion price of $0.18.
(5)		The voting and disposition of the shares of Series A Preferred held by Epsom Investment Services, NV are determined by Mr. David Craven.

(6)		The voting and disposition of the shares of Series A Preferred held by Jadry Financial Corp, Inc. are determined by Dr. Gerald Hoop.
(7)		The voting and disposition of the shares of Series A Preferred held by Hypo Alpe-Adria-Bank (Liechtenstein) AG are determined by L. Spagnuolo and G. Erne.
(8)		The voting and disposition of the shares of Series A Preferred held by JTE Finance Ltd are determined by its partners, Messrs. Joseph T. Eberhard, J. Fluck and M. Kym. Approval by any two of the three partners is required to approve any action regarding voting and disposition of the shares. Each of Messrs. Eberhard, Fluck and Kym disclaims any beneficial ownership of the shares (except to the extent of the direct and indirect pecuniary interests of such person in those shares).
(9)		The voting and disposition of the shares of Series A Preferred held by Bank Sal Oppenheim Jr. & CIE are determined by Xentos Associates Corp., which is controlled by its board of directors.
(10)		The voting and disposition of the shares of common stock underlying the warrants held by Investa Corporation are determined by John Xinos and Damon Poole.
(11)		Represents shares of common stock underlying warrants to purchase common stock at a price of $0.26 per share.
(12)		Ms. Pineda served as the President, CEO, CFO, Secretary, Treasurer and Director of Platinum Research Organization, Inc. (formerly NorthTech Corporation), the Company’s predecessor, from the date of its incorporation on May 13, 2005 through April 18, 2007.

Additional Information Regarding Certain Transactions with the Selling Stockholders

The Series A Preferred and the Warrants

As disclosed above, the shares of common stock that may be disposed of under this prospectus may be issued upon the conversion of 5,000,000 shares of our Series A Preferred, which are convertible at a ratio of five common shares for each share of Series A Preferred (5:1), and upon exercise of 2,500,000 warrants to purchase shares of common stock at a price of $0.26 per share (the “Warrants”). The Company is providing the following information regarding the Series A Preferred and the Warrants to aid investors in developing a more detailed understanding of the nature of the transactions between the Company and the selling stockholders identified above.

Number of Outstanding Shares Held by Non-Related Parties(1) Before Series A Preferred and Warrants Transactions (4/18/2007)		14,000,000

Number of Shares Registered for Resale by the Selling Stockholders or Affiliates of the Selling Stockholders in Prior Registration Statements		0

Number of Shares Registered for Resale by the Selling Stockholders or Affiliates of the Selling Stockholders that Continue to be Held by the Selling Stockholders or Related Parties(1)		27,500,000

Number of Shares Sold in Registered Resale Transactions by the Selling Stockholders or Related Parties(1)		0

Number of Shares Registered for Resale on Behalf of the Selling Stockholders or Affiliates of the Selling Stockholders in the Current Registration Statement		27,500,000

(1)

For purposes of this table, any person who is a selling stockholder listed in this prospectus or an affiliate of such a selling stockholder, or who had a contractual relationship with any such selling stockholder regarding the noted transaction (which was disclosed to the Company), or is an affiliate of the Company (being an executive officer, director or holder of more than 10% of the outstanding voting shares), shall be deemed a Related Party. Any other person shall be deemed a Non-Related Party.

Value of Underlying Securities. The following table sets forth the total dollar value of the securities underlying the Series A Preferred and the Warrants (using the greatest number of underlying securities that could have been registered for resale and the market price per share for those securities on the date of the sale of the Series A Preferred and the Warrants):

Convertible Security	Number of Convertible Securities		Conversion Price per Share		Number of Conversion Shares	Market Value of \|Conversion Shares(1)

Series A Preferred	5,000,000	(2)	$	0.18	25,000,000	$	33,750,000	(1)(4)
Warrants	2,500,000	(3)	$	0.26	2,500,000	$	3,375,000	(1)(4)

(1)		Please see Footnote (4) to the table presented under “—Hypothetical Discount Analysis” below.
(2)		As disclosed above, the shares of Series A Preferred are convertible into shares of Company common stock at a five to one (5:1) ratio at the conversion price of $0.18 per share.
(3)		As disclosed above, the Warrants were granted to Ms. Pineda and Investa Corporation in exchange for certain advisory services provided to the Company in connection with the April 18, 2007 acquisition of Platinum LP. Damon Poole, a director of Investa Corporation, is Ms. Pineda’s son.
(4)		Based upon an estimated market price of $1.35 per share on April 18, 2007 (as reported by the OTCBB Historical Data Service), the date of issuance of the Series A Preferred and Warrants.

Hypothetical Discount Analysis. The following table illustrates the Company’s presentation of a hypothetical “total possible profit” calculation for the Series A Preferred and Warrants held by the selling stockholders:

Convertible Security	Date of Transaction	Conversion Price per Share (1)		Total Possible Conversion Shares (1) (2)	Market Price per Share (1)		Conversion Price of All Conversion Shares (1) (2)			Market Value of All Conversion Shares (1) (2)			Total Hypothetical Discount

Series A Preferred(2)	4/18/2007	$	0.18	25,000,000	$	1.35	$	4,500,000(4	)	$	33,750,000(4	)	$	29,250,000	(4)

Warrants (3)	4/18/2007	$	0.26	2,500,000	$	1.35	$	650,000(4	)	$	3,375,000(4	)	$	2,725,000	(4)

(1)		The conversion prices for both the Series A Preferred and the Warrants are fixed.
(2)		The terms of the Series A Convertible Preferred Stock are set forth in a Certificate of Designations, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 19, 2007. The Certificate of Designations sets the conversion price per share of Series A Preferred at $0.18 per share of common stock, equivalent to a conversion rate of five (5) shares of common stock for each share of Series A Preferred. The conversion price is subject to downward adjustment in two circumstances: 1) if the Company offers or sells any common stock at an effective price per share less than the current conversion price; and 2) if the Company issues rights, options or warrants to all holders of common stock (and not to Series A Preferred holders) entitling them to subscribe for or purchase shares of common stock at a price per share less than the current conversion price.
(3)		Please see Footnote (3) to the table presented under “—Value of Underlying Securities” above.
(4)		The Company notes for that there is not a well-established market for its shares of common stock, and that its shares have traded at relatively low volumes historically. Primarily because of the lack of liquidity for its shares, the Company does not believe that the quoted market price of its common stock during the periods indicated can be relied upon as an accurate indicator of the price that would be offered by a purchaser, or could be expected to be received by a proposed seller, upon the sale of any significant amount of the 27.5 million shares offered for sale by the selling stockholders. Specifically, the Company does not believe that the selling stockholders who currently hold shares of Series A Preferred could sell the aggregate 25 million shares of common stock underlying those shares without a substantial discount to the currently quoted market price, nor could the Company expect in each case to have sold the relevant offered shares (or securities convertible into or exercisable for those shares) to the selling stockholders without an appropriate discount to the quoted market price. Despite the foregoing issues, the Company did not apply any discount to the hypothetical profit or discount calculations that have been provided herein. However, the Company does not believe that the implied “discounts” or “profits” set forth in its responses are accurate measures of the amounts that any holder could reasonably expect to realize upon the sale of the conversion securities or outstanding shares it holds.

Proceeds Payable to the Company. The following table presents information regarding the proceeds payable to the Company in connection with the Series A Preferred and Warrants transactions:

	Series A Preferred			Warrants

Gross Proceeds to Issuer	$	4,500,000		$	650,000	(1)
Net Proceeds to Issuer	$	4,500,000		$	650,000	(1)
Combined Hypothetical Total Possible Profit from Conversion Discounts for selling stockholders and any affiliates(2) (3)	$	29,250,000	(2)	$	2,725,000	(2)

(1)		The Warrants were issued to Investa Corporation and Ms. Pineda in exchange for certain advisory services provided to the Company in connection with the April 18, 2007 acquisition of Platinum LP. As such, the Company did not receive monetary proceeds in exchange for the Warrants. The dollar value presented is an estimate of the value attributed to such services by the Company, and represents the total conversion price of the shares underlying the Warrants, calculated as set forth in the table presented under “—Hypothetical Discount Analysis” above.
(2)		Please see Footnote 4 to the table presented under “—Hypothetical Discount Analysis” above.

Other Transactions Between the Company and the Selling Stockholders

The following table presents comprehensive information regarding all prior securities transactions between the Company (or any of its predecessors) and the selling stockholders, any affiliates of the selling stockholders, or any person with whom any selling stockholder has a contractual relationship regarding the transaction (or any predecessors of those persons):

Date of Transaction	Persons Who Received Shares in Transaction	Number of Outstanding Shares Before Transaction	Number of Outstanding Shares Held by Non- Related Parties(1) Before Transaction	Total Number of Shares of Common Stock Issued (or Issuable) In Transaction(2)		Adjusted Percentage of Shares Issued(3)		Market Price of Shares on Transaction Date		Current Market Price of Shares (2/4/08)

7/25/05	Cecelia Pineda	0	0	22,500,000		N/A		N/A		$	0.40

3/30/06	Kristina Kostovski(4)	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	Damon Poole(5)	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	Poole 2005 Family Trust	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	John Xinos(5)	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	Xinos 2004 Family Trust	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	Felix Holdings Limited	22,500,000	0	1,000,000 (500,000 issuable under warrants	)	N/A		N/A		$	0.40
	Total Shares			6,000,000		N/A		N/A

4/18/07	Kristina Kostovski(4)	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6	%	$	1.35	$	0.40
	Damon Poole(5)	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6	%	$	1.35	$	0.40
	Poole 2005 Family Trust	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6	%	$	1.35	$	0.40
	John Xinos	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6	%	$	1.35	$	0.40


Date of Transaction	Persons Who Received Shares in Transaction	Number of Outstanding Shares Before Transaction	Number of Outstanding Shares Held by Non- Related Parties(1) Before Transaction	Total Number of Shares of Common Stock Issued (or Issuable) In Transaction(2)			Adjusted Percentage of Shares Issued(3)		Market Price of Shares on Transaction Date		Current Market Price of Shares (2/4/08)
	Xinos 2004 Family Trust	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6		%	$	1.35	$	0.40
	Felix Holdings Limited	32,500,000	14,000,000	500,000 (issued upon exercise of existing warrants	)	3.6		%	$	1.35	$	0.40
	Total Shares			3,500,000		25.0		%

4/18/07	Cecelia Pineda (6)	42,500,000	14,000,000	(22,500,000	)	(160.7		)%	$	1.35	$	0.40

4/18/07	Felix Holdings Limited	20,000,000	14,000,000	2,777,775 (all issuable under Series A Preferred	)	19.8		%	$	1.35	$	0.40
	Epsom Investment Services, NV	20,000,000	14,000,000	4,861,110 (all issuable under Series A Preferred	)	34.7		%	$	1.35	$	0.40
	Jadry Financial Corp, Inc.	20,000,000	14,000,000	4,861,110 (all issuable under Series A Preferred	)	34.7		%	$	1.35	$	0.40
	Hypo Alpe-Adria-Bank (Liechtenstein) AG	20,000,000	14,000,000	4,861,110 (all issuable under Series A Preferred	)	34.7		%	$	1.35	$	0.40
	JTE Finance Ltd	20,000,000	14,000,000	4,861,110 (all issuable under Series A Preferred	)	34.7		%	$	1.35	$	0.40
	Bank Sal Oppenheim Jr. & CIE	20,000,000	14,000,000	2,777,775 (all issuable under Series A Preferred	)	19.8		%	$	1.35	$	0.40
	ZZ Fractional Share Pending Account	20,000,000	14,000,000	10 (all issuable under Series A Preferred	)			*	$	1.35	$	0.40
	Investa Corporation	20,000,000	14,000,000	2,000,000 (all issuable under warrants	)	14.3		%	$	1.35	$	0.40
	Cecelia Pineda	20,000,000	14,000,000	500,000 (all issuable under warrants	)	3.6		%	$	1.35	$	0.40
	Total Shares			27,500,000		196.4		%

*		Less than 1%.
(1)		For purposes of this response, any person who is a selling stockholder listed herein or an affiliate of such selling stockholders, or who had a contractual relationship with any selling stockholder regarding the noted transaction (which was disclosed to the Company), or is an affiliate of the Company (being an executive officer, director or holder of more than 10% of the outstanding voting shares) shall be deemed a Related Party. Any other person shall be deemed a Non-Related Party.
(2)		On October 31, 2006, the Company effected a 5:1 split of its common stock. Share numbers are presented in this table on an as-adjusted basis.
(3)		Being the fully diluted number of shares issued in the transaction outstanding, divided by the shares (not fully diluted) held only by non-related parties.
(4)		Kristina Kostovski is the wife of Damon Poole, a director and stockholder of Investa Corporation.
(5)		Damon Poole and John Xinos are stockholders and directors of Investa Corporation.
(6)		In connection with the closing of the Contribution Agreement on April 18, 2007, Ms. Pineda returned to the Company’s treasury 22,500,000 shares of the Company’s common stock held in her name.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales;

· broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933 (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholders have informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

The Company is required to pay all fees and expenses incident to the registration of the shares. The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

LEGAL PROCEEDINGS

We are subject to certain legal proceedings and claims that arise in the ordinary course of and are incidental to the business. In the opinion of management, based on discussions with and advice of legal counsel, the amount of ultimate liability with respect to these actions, either individually or in the aggregate, will not materially affect our consolidated results of operations or our financial condition.

MANAGEMENT

The following table sets forth information regarding our executive officers and directors:

Name	Age	Position

Thomas G. Plaskett	63	Executive Chairman and Director
John T. (“Cork”) Jaeger, Jr.	64	President, Chief Executive Officer and Director
Michael D. Newman*	51	Senior Vice President and Chief Financial Officer
T. Allan McArtor	64	Director
Arnold I. Burns	76	Director
Ben DuPont	42	Director
Michael McMillan	64	Director

*Mr. Newman has announced his intention to resign from the Company effective March 1, 2008.

THOMAS G. PLASKETT. Mr. Plaskett was appointed Executive Chairman and elected as a director in April 2007. Mr. Plaskett is a corporate director and executive with more than 25 years of executive management and senior level policy experience in the corporate areas of service, manufacturing and transportation. Since 1991, Mr. Plaskett has served as chairman of Fox Run Capital Associates, a private consulting firm in Dallas, Texas, focusing on financial advisory and consulting services for emerging companies. Previously, he has served as chairman, president and chief executive officer of Pan Am Corporation, president and chief executive officer of Continental Airlines, and several senior management positions at American Airlines and AMR Corporation. He also was vice-chairman of Legend Airlines in Dallas. Mr. Plaskett is the non-executive chairman of Novell Corporation and director of RadioShack Corporation, headquartered in Fort Worth, Texas. He is also a director of Alcon, Incorporated, in Fort Worth. He served as trustee and past chairman of the board of trustees for Kettering University (formerly GMI Engineering and Management Institute) in Flint, Michigan. Mr. Plaskett holds an MBA from the Harvard University Graduate School of Business Administration and a Bachelor of Industrial Engineering from Kettering University in Flint, Michigan.

JOHN T. JAEGER, JR. Mr. Jaeger was appointed President and Chief Executive Officer, and elected as a director, in April 2007. From April 2004 until April 2007, Mr. Jaeger was President and CEO of Platinum Research Organization, L.P., which was acquired by the Company in April 2007. From 1999 until April 2004, Mr. Jaeger was President and CEO of Platinum Research Organization, LLC, a Texas limited liability company and predecessor of Platinum LP. In 1984, Mr. Jaeger founded The Fairmount Company, the co-founding member of Platinum Research Organization, LLC. Mr. Jaeger’s executive management skills also have been applied in other business marketplaces. From 1982 until 1988, he was chief executive officer of Scotts Valley Circuits, Inc., a circuit board manufacturer, and of Galaxy Boat Manufacturer, Inc. Mr. Jaeger received a Bachelor of Arts from Trinity College in Hartford, Conn. Thereafter, in 1965, he attended Cleveland Marshall Law School in Cleveland, Ohio.

MICHAEL D. NEWMAN. Mr. Newman was appointed Senior Vice President and Chief Financial Officer in April 2007. From 2005 until his appointment, Mr. Newman had been employed as an independent consultant. From 2001 through 2004, Mr. Newman served as the Senior Vice President and Chief Financial Officer of RadioShack Corporation, a retailer of consumer electronics and services located in Fort Worth, Texas.

T. ALLAN MCARTOR. Mr. McArtor was elected as a director in April 2007 and has served as chairman of Airbus North America Holdings, Inc. since 2001, overseeing the activities of Airbus in the United States and Canada, including governmental affairs. Before joining Airbus, he founded and served as chairman and chief executive officer of Legend Airlines, a luxury regional airline based at Dallas Love Field. Previously, he served as a member of the senior management team of Federal Express Corporation for two years (1987-1989) and as the Administrator of the Federal Aviation Administration (FAA).

In addition, Mr. McArtor currently serves on the boards of directors of: EADS North America, Inc.; The European Institute; Washington Area Airports Authority; Aviation Safety Alliance; GKN Aerospace Transparency Systems; and Committee for Economic Development. He is a member of the International Policy Committee and Homeland Security Committee, U.S. Chamber of Commerce. He has also previously served on the boards of:

Excel Communication, Inc.; Teleglobe of Canada; Learjet, Inc.; Fairchild Space and Defense Company (a MATRA company); and Angel Technologies. Currently, he also serves on the boards of the Falcon Foundation executive committee, Sabre Society, Air Force Memorial Foundation Board of Trustees, and the St. Jude’s Children’s Hospital Professional Advisory Board.

Mr. McArtor is a 1964 graduate of the U.S. Air Force Academy (BSE) and was the Cadet Wing Commander. In addition, he holds a Masters of Science - Engineering from Arizona State University. Later he was an associate professor of engineering mechanics at the Air Force Academy, piloted with the U.S. Air Force “Thunderbirds” Aerial Demonstration Team, and became a highly decorated combat pilot in Vietnam. Mr. McArtor currently holds a commercial pilot’s license (instrument rating, multi-engine) and is a member of Tau Beta Pi (engineering honorary society).

ARNOLD I. BURNS. Mr. Burns was elected as a director in April 2007. Mr. Burns has been the Chairman of New York-based QuanStar Group, LLC since January 2004. From December 2002 until January 2004, Mr. Burns served as a managing director and senior partner at Natexis Bleichroeder Inc., in New York, New York. From February 1999 until December 2002, Mr. Burns served as Managing Director of Arnhold and S. Bleichroeder, Inc., in New York, New York. From July 1988 until January 1999 Mr. Burns was a practicing lawyer and senior partner at Proskauer Rose LLP in New York, New York. From January 1986 to April 1988, he served at the U.S. Department of Justice in Washington, D.C. as an associate attorney general and then as a deputy attorney general.

Mr. Burns is a current member of the American Bar Association, the New York State Bar Association, the Association of the Bar of the City of New York, the New York County Lawyers’ Association, the Federal Bar Association and the Cornell Law Association. He is also a member of the board of directors at New Valley Corporation, the NYC Economic Development Corporation, where he also serves on the executive committee, and the Yankee Entertainment Sports Network.

Mr. Burns graduated from Union College in Schenectady, New York in 1950 and from Cornell Law School in 1953. He also completed postgraduate work at Parker School of International Law in New York.

BEN DUPONT. Mr. DuPont was elected as a director in April 2007. Mr. DuPont was the founder and since 1998 has been the president of yet2.com, which helps companies scout for and acquire new technology and divest underutilized technology. Mr. DuPont developed the business plan for yet2.com in 1998, which led to the development of a global organization.

Prior to founding yet2.com, Mr. DuPont spent 13 years with the DuPont organization in a variety of roles including: specialty chemicals, fibers and automotive business units at sites in South Carolina, Michigan, New Jersey and Delaware. Mr. DuPont launched the DuPont organization’s first on-line business in 1994, and for a year, managed DuPont’s only internet presence. He also co-founded DigitalEye and Emeron (beachcam.com, trafficam.com, traintimes.com), which was acquired by Diamond Technologies in 2002. Mr. DuPont has a BSME from Tufts University.

MICHAEL MCMILLAN. Dr. McMillan was elected as a director in April 2007. Dr. McMillan formed MLM Consulting Services, Inc. in July 2005, providing senior-level consulting services to organizations such as GM Powertrain, ILSAC and selected other organizations in the additive industry. Until July 2005 and for more than 35 years, Dr. McMillan served in various positions with General Motors, where he concentrated on the relationships of fuels and lubricants to their performance in automotive components. Dr. McMillan also has published numerous papers on subjects in this area. He was closely involved in ASTM efforts to develop low-temperature engine oil pumpability testing and high-temperature rheological tests that predict engine wear, as well as CRC and ASTM efforts to solve diesel fuel-related problems, including low-temperature operability and exhaust particulate formation. Concerned with all aspects of engine oil quality and performance, he was closely involved with efforts to improve lubricant performance through the development of worldwide performance specifications.

Dr. McMillan has served as chairman of the International Lubricant Standardization and Approval Committee (ILSAC), co-chairman of the Administrative Guidance Panel which oversaw the API Engine Oil Licensing and Certification System, and was an active participant in numerous ASTM and SAE technical committee activities. He was elected a Fellow of the Society of Automotive Engineers in 2002. Dr. McMillan received his BS (1964) and MS (1965) degrees in Chemical Engineering from the University of Michigan, and a PhD in Chemical Engineering from the Ohio State University in 1970.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table and the accompanying explanatory footnotes set forth the cash and non-cash compensation awarded to, earned by and paid by the Company to its principal executive officer and two other executive officers who were the most highly compensated executive officers for services rendered in all capacities during the fiscal years ended December 31, 2007 and 2006.

Name and Principal Position	Year	Salary		Option Awards(5)		Total
Cork Jaeger (1) President, CEO and Director	2007	$	185,900(6)	$	47,198(7)	$	233,098
Cork Jaeger (1) President, CEO and Director	2006	$	-0-	$	-0-	$	-0-

Cecelia Pineda (2) President, CEO, CFO and Director	2007	$	-0-	$	-0-	$	-0-
Cecelia Pineda (2) President, CEO, CFO and Director	2006	$	-0-	$	-0-	$	-0-

Michael D. Newman (3) Senior Vice President and CFO	2007	$	133,333	$	142,372	$	275,705
Michael D. Newman (3) Senior Vice President and CFO	2006	$	-0-	$	-0-	$	-0-

Matthew Hawkins Vice President and Chief Marketing Officer (4)	2007	$	153,294	$	12,318	$	165,612
	2006	$	-0-	$	-0-		-0-

(1) Mr. Jaeger was appointed President, CEO and Director of the Company on April 18, 2007, and he has served as President and CEO of Platinum LP since its inception on April 28, 2004.

(2) Ms. Pineda was appointed President, CEO, CFO, Treasurer, Principal Accounting Officer, Secretary and a Director of the Company on May 13, 2005, the date of Platinum’s formation. Ms. Pineda served in these capacities until April 18, 2007. Ms. Pineda did not receive any compensation from the Company during the periods indicated in her positions as President, CEO, CFO, Treasurer, Principal Accounting Officer, Secretary and Director.

(3) Mr. Newman was appointed Senior Vice President and CFO of the Company on April 18, 2007.

(4) Mr. Hawkins was appointed Vice President and Chief Marketing Officer on April 18, 2007.

(5) The valuation of stock option awards in this column represents the compensation cost of awards recognized for financial statement purposes for 2007 under Statement of Financial Accounting Standards No. 123, as revised. The amounts include portions of stock option grants in 2007 that were expensed in 2007 based on the amortization schedule. See discussion under “—Stock Option Awards” below for a discussion of all assumptions made in connection with determining the fair value of the awards.

(6) Amounts included in this figure include $66,385 in salary received directly by Mr. Jaeger and $119,515 in salary received by The Fairmount Company pursuant to the terms of the Consulting Agreement between the Company, The Fairmount Company and Mr. Jaeger described below.

(7) Represents the portions of stock option grants owned by The Fairmount Company that were expensed in 2007 based on the amortization schedule. Mr. Jaeger does not own any stock options directly.

Employment Agreements

In connection with Mr. Jaeger’s appointment as President and Chief Executive Officer, the Company entered into a Consulting Agreement, dated April 18, 2007, with The Fairmount Company, a District of Columbia corporation (“Fairmount”), and Mr. Jaeger, which governs the terms of Mr. Jaeger’s services as President and Chief Executive Officer of the Company. Mr. Jaeger, who was the founder of Fairmount, owns approximately 36% of the capital stock of Fairmount. Fairmount was a co-founding member of Platinum Research Organization, LLC, a predecessor of Platinum LP.

The Consulting Agreement will terminate upon Mr. Jaeger’s death or disability, and the Company may terminate the Consulting Agreement at any time for cause. If the Consulting Agreement is terminated by the Company for either of the foregoing reasons, Mr. Jaeger and Fairmount shall be entitled only to compensation through the date of termination. If the Company terminates Mr. Jaeger without cause, Mr. Jaeger and Fairmount are entitled to receive compensation and all other benefits under the Consulting Agreement for six months following the termination date. The Consulting Agreement also contains confidentiality provisions and non-competition and non-solicitation covenants that are effective during the term of the Consulting Agreement and for two years after its termination.

The Company does not have employment agreements with any of its other executive officers.

Executive Officer Incentive Plans

The Platinum Research Organization, Inc. Incentive Plan (the “Plan”), which was approved by the Company’s stockholders, is an unfunded plan which provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights and restricted shares to employees, directors and consultants of the Company. On October 12, 2007, the Compensation Committee of the Company’s Board of Directors approved a Short-Term Incentive Plan and a Long-Term Incentive Plan for Messrs. Jaeger, Newman and Hawkins, the Company’s President and CEO, Senior Vice President and CFO and Vice President and CMO, respectively, in order to establish performance criteria to be used by the Compensation Committee in making awards under the Plan to the aforementioned executive officers.

Short-Term Incentive Plan

The following tables set forth the performance objectives for 2007 and 2008 for the executive officers under the Short-Term Incentive Plan. If these targets are met, for either or both of the 2007 and 2008 periods, the benefits for the respective period will be payable to the appropriate executive officer in the form of stock options under the Plan. The amount of stock options, if any, to be granted to the officers for the 2007 fiscal year are based on a target valuations of $105,000 for the President and CEO, $65,000 for the Senior Vice President and CFO and $56,875 for the Vice President and CMO, using the fair market value of the Company’s common stock on the grant date under the Black-Scholes option valuation model. Similarly, benefits for the 2008 fiscal year will be based on a target valuations of $210,000 for the President and CEO, $130,000 for the Senior Vice President and CFO and $113,750 for the Vice President and CMO.

President & Chief Executive Officer
2007 Performance Objectives	Weighting
Sign Industry Commercial Agreement	20.0	%
Realize Target 2007 Fourth Quarter Sales	50.0	%
Obtain Company Financing	20.0	%
Develop Product Manufacturing/Distribution Plan	10.0	%

2008 Performance Objectives	Weighting
Realize Target 2008 Sales	50.0	%
Realize Target Gross Profit	50.0	%

Senior Vice President & Chief Financial Officer

2007 Performance Objectives	Weighting
Obtain Company Financing	33.3	%
Realize Target 2007 Fourth Quarter Sales	33.3	%
Develop Product Manufacturing/Distribution Plan	33.3	%

2008 Performance Objectives	Weighting
Realize Target 2008 Sales	50.0	%
Realize Target Gross Profit	50.0	%

Vice President & Chief Marketing Officer

2007 Performance Objectives	Weighting
Sign Industry Commercial Agreement	33.3	%
Realize Target 2007 Fourth Quarter Sales	33.3	%
Develop Product Manufacturing/Distribution Plan	33.3	%

2008 Performance Objectives	Weighting
Realize Target 2008 Sales	50.0	%
Realize Target Gross Profit	50.0	%

Actual amounts granted, if any, can range from 50% to 100% of target amounts, depending on the extent to which performance under the specified criteria meets, exceeds or is below the target. Before any benefits are realized under the Short-Term Incentive Plan, all results for the respective performance objectives must be certified by the Compensation Committee.

Due to satisfaction of certain performance criteria of the Short-Term Incentive Plan for 2007, Messrs. Jaeger, Newman and Hawkins were entitled to receive stock options in value equivalent to $63,000, $43,333 and $75,733, respectively, for the fiscal year 2007. However, such awards were waived and cancelled by Messrs. Jaeger, Newman and Hawkins, and as such were not granted.

Long-Term Incentive Plan

The following table sets forth the performance objectives for the executive officers under the Long-Term Incentive Plan. In 2007, Messrs. Jaeger, Newman and Hawkins were granted unvested stock options under the Plan representing the right to acquire 6,232,856, 1,869,857 and 1,246,634 shares of the Company’s common stock, respectively. These options will not vest, and as such will not be exercisable, until the performance objectives are met.

Performance Objectives	Weighting
Achieve and Maintain Target Sales for Two Consecutive Quarters	33.3	%
Achieve Cumulative Sales Target	33.3	%
Achieve Company Enterprise Value Target	33.3	%

Upon the attainment of any one of the performance metrics set forth above, one-third of the total option amount granted to the respective officer becomes vested and exercisable. Actual amounts vesting, if any, can range from 50% to 100% of target amounts, depending upon the extent to which performance under the specified criteria meets, exceeds or is below the target. As of December 31, 2007, none of the stock options granted to any executive officer under the Long-Term Incentive Plan were vested. Before any benefits are realized under the Long-Term Incentive Plan, all results for the respective targets must be certified by the Compensation Committee.

Stock Option Awards

The fair value of each stock option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s common stock. The expected term of the options granted represents the period of time the options granted are expected to be outstanding—three years for time vested options and 10 years for performance vested options. The risk free interest rate is based on U.S. Treasury bond issues with a remaining term equal to the expected life of the options.

Of the total 27,722,879 options currently outstanding, 6,325,482 were granted under the plan in 2007. The fair value of the options granted during the year ended December 31, 2007 was estimated using the following assumptions:

Dividend per share	$	0.00
Risk free interest rate – 3 year	3.5		%
Weighted Average Expected Life of Options	3 years
Expected volatility of the Company’s common stock price	59		%
Weighted average fair value of options granted in 2007	$	0.55

On April 18, 2007, the Company granted to Fairmount an option to acquire 12,465,712 shares of the Company’s common stock in replacement of Fairmount’s previously granted options to acquire a 10% equity interest in Platinum LP, which were cancelled upon issuance of the Company’s options. These options will vest 1/6 per year during the three-year term of the Consulting Agreement, with the remaining 50% vesting in accordance with the Long-Term Incentive Plan performance objectives set forth above.

On August 3, 2007, the independent members of the Company’s Board of Directors met and approved a proposal to cancel all of the outstanding employee stock options held by Mr. Newman, the Company’s Chief Financial Officer, which were granted on April 18, 2007 at an exercise price of $1.35, and reissue 3,116,428 options at an exercise price of $0.78, which was the closing per share market price of the common stock on August 3, 2007.

Outstanding Equity Awards

The following table shows certain information regarding outstanding equity awards as of December 31, 2007 for the Company’s named executive officers:

	Number of Securities Underlying Unexercised Options (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised		Option Exercise	Option Expiration
Name	Exercisable		Unexercisable		Unearned Options		Price ($)	Date
Cork Jaeger(1)	2,077,619	(2)	4,155,237	(2)	—		0.06979	9/29/2016
	—		—		6,232,856	(3)	0.06979	9/29/2016

Michael D. Newman	—		1,869,857	(4)	—		0.79000	8/3/2017
	—		—		1,246,571	(5)	0.79000	8/3/2017

Matthew Hawkins	207,741	(6)	415,482	(6)	—		0.11792	1/12/2017
	207,762	(7)	415,524	(7)	—		0.10910	12/8/2016
	—		—		1,246,634	(8)	0.11792	1/12/2017

(1)		Represents stock options owned by The Fairmount Company. Mr. Jaeger does not own any stock options directly.
(2)		These options were granted on April 18, 2007 in substitution for cancelled options that were previously granted to Fairmount to acquire a 10% interest in Platinum LP on September 29, 2006. These options vest ratably over time, with 1/3 of the award vesting on each of the first three annual anniversaries of the award.

(3)		These options were granted on April 18, 2007 in substitution for cancelled options that were previously granted to Fairmount to acquire a 10% interest in Platinum LP on September 29, 2006. These options vest based on the satisfaction of the Long-Term Incentive Plan performance objectives set forth above.
(4)		These options were granted to Mr. Newman on August 3, 2007 and vest ratably over time, with 1/3 of the award vesting on each of the first three annual anniversaries of the award.
(5)		These options were granted to Mr. Newman on August 3, 2007 and vest based on the satisfaction of the Long-Term Incentive Plan performance objectives set forth above.
(6)		These options were granted to Mr. Hawkins on January 12, 2007 and vest ratably over time, with 1/3 of the award vesting on each of the first three annual anniversaries of the award.
(7)		These options were granted to Mr. Hawkins on December 8, 2006 and vest ratably over time, with 1/3 of the award vesting on each of the first three annual anniversaries of the award.
(8)		These options were granted to Mr. Hawkins on January 12, 2007 and vest based on the satisfaction of the Long-Term Incentive Plan performance objectives set forth above.

Option Exercises and Stock Vested

There were no options exercised by any of the Company’s named executive officers during the year ended December 31, 2007. There are no stock awards outstanding.

Director Compensation

On September 12, 2007, the Company adopted a compensation plan for non-employee members of the Company’s Board of Directors. Under this compensation plan, all non-employee directors are entitled to receive an annual retainer of $48,000, payable quarterly. The Chairman of the Board of Directors, currently Mr. Plaskett, is also entitled to an additional annual retainer of $50,000 per year, payable quarterly. Directors are also entitled to a meeting fee of $1,000 per meeting attended. Members of the Audit Committee are paid an additional fee per meeting of the Audit Committee (provided the meetings are held more than 48 hours prior or subsequent to full Board of Directors meetings), being $1,000 for committee members and $2,000 for the committee chairman. Members of the Board of Directors are also reimbursed for reasonable out of pocket expenses incurred in connection with attending Board and committee meetings.

The Board of Directors elected to waive and cancel payment of the amounts payable to all Board members under the Board’s compensation plan for the remainder of 2007, with the exception of expense reimbursement and Mr. Plaskett’s Chairman retainer.

The following table sets forth certain information with respect to the compensation of all members of the Board of Directors for the year ended December 31, 2007. Per Company policy, Mr. Jaeger does not receive separate compensation for his service on the Board of Directors, and his compensation is summarized above under “—Summary Compensation Table.”

Name	Fees Earned or Paid in Cash			Option Awards(1)			Total
Thomas G. Plaskett	$	14,946	(2)	$	5,195	(3)	$	20,141
T. Allan McArtor	$	-0-		$	5,195	(3)	$	5,195
Arnold I. Burns	$	-0-		$	5,195	(3)	$	5,195
Ben DuPont	$	-0-		$	5,195	(3)	$	5,195
Michael McMillan	$	-0-		$	5,195	(3)	$	5,195

(1)		The valuation of stock option awards in this column represents the compensation cost of awards recognized for financial statement purposes for 2007 under Statement of Financial Accounting Standards No. 123, as revised. The amounts include portions of stock option grants in 2006 and 2007 that were expensed in 2007 based on the amortization schedule. See discussion under “—Stock Option Awards” above for information concerning all assumptions made in connection with determining the fair value of the awards.
(2)		Represents the portion of Mr. Plaskett’s $50,000 Chairman of the Board retainer paid in 2007.
(3)		Includes stock options granted under the Plan on August 3, 2007, which are exercisable for 1,038,394 shares of the Company’s common stock at an exercise price of $0.1091 per share and were issued in substitution for the cancellation of options to acquire interests in Platinum LP previously granted on December 8, 2006.

During the year ended December 31, 2006, Ms. Pineda made personal contributions to the Company totaling $24,000 in order to assist the Company with the payment of management fees of $20,400 and rent of $3,600. In the audited financial statements of the Predecessor, these amounts were recorded as an increase in expenditures and an increase in additional paid-in capital.

In connection with Mr. Jaeger’s appointment as President and Chief Executive Officer, the Company entered into a Consulting Agreement, dated April 18, 2007, with Fairmount and Mr. Jaeger, which governs the terms of Mr. Jaeger’s services as President and Chief Executive Officer of the Company. Mr. Jaeger, who was the founder of Fairmont, owns approximately 36% of the capital stock of Fairmount. Fairmount was a co-founding member of Platinum Research Organization, LLC, a predecessor of Platinum LP.

The term of the Consulting Agreement is three years beginning on April 18, 2007. During the term of the Consulting Agreement, Fairmount is to provide all of the responsibilities and duties determined by the Company’s Board of Directors, and Mr. Jaeger is responsible for the duties required of Fairmount as the President, Chief Executive Officer and Director of the Company. During the term of the Consulting Agreement, Mr. Jaeger will receive an annual base salary of $75,000, and Fairmount will receive a fee of $135,000 per year. Both Mr. Jaeger and Fairmount will be eligible to receive cash bonuses every year in an amount up to 100% of Mr. Jaeger’s and Fairmount’s aggregate annual compensation. Any such cash bonus would be shared equally by Mr. Jaeger and Fairmount and would be based on specific milestones established by the Company’s Board of Directors. In addition, the Company granted to Fairmount an option to acquire 10% of the Company’s common stock in replacement of Fairmount’s previously granted options to acquire a 10% equity interest in Platinum LP, which were cancelled upon issuance of the Company’s options. Such options will vest 1/6 per year during the three-year term of the Consulting Agreement, with the remaining 50% vesting in accordance with performance-based milestones as established and agreed to by the Company’s Board of Directors.

Director Independence

The Company’s common stock is currently quoted on the OTCBB, which does not have director independence requirements. For purposes of evaluating and determining the independence of the Company’s directors, the Company has applied the definition of “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15). Accordingly, the Company has determined that
T. Allan McArtor, Arnold I. Burns, Ben DuPont and Michael McMillan are “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the common stock and Series A Preferred as of February 5, 2008, by (i) all persons known by the Company to be the owner of record or beneficially of more than five percent of the outstanding common stock and/or the outstanding Series A Preferred, (ii) each director of the Company, (iii) each person listed in the Summary Compensation Table set forth under the caption “Executive Compensation” and (iv) all directors and executive officers as a group. Except pursuant to applicable community property laws and except as otherwise indicated, each stockholder identified in the table possesses sole voting and investment power with respect to his shares. Unless otherwise noted, each owner’s mailing address is 2777 N. Stemmons Freeway, Suite 1440, Dallas, Texas 75207.

	Common Stock				Preferred Stock
Name	Shares Beneficially Owned (1)		Percent of Class (2)		Shares Beneficially Owned (1)	Percent of Class (3)

Felix Holdings Limited(4)
CP 691
1215 Geneva 15, Switzerland	3,777,775	(5)	4.9	%	555,555	11.1	%
Epsom Investment Services, NV(6)
10 Route de l’Aeroporte, P.O. Box 691
1215 Geneva 15, Switzerland	4,861,110	(5)	6.1	%	972,222	19.4	%
Jadry Financial Corp, Inc.(7)
53A Regent Street
Belize City, Belize	4,861,110	(5)	6.1	%	972,222	19.4	%
Hypo Alpe-Adria-Bank (Liechtenstein) AG(8)
Landstrasse 126A
FL-9494 Schaan, Switzerland	4,861,110	(5)	6.1	%	972,222	19.4	%
JTE Finance Ltd(9)
Biruedsdorterstrasse 55
CH-8004 Zurich, Switzerland	4,861,110	(5)	6.1	%	972,222	19.4	%
Bank Sal Oppenheim Jr. & CIE(10)
Uraniastrasse 28
CH-8022 Zurich, Switzerland	2,777,775	(5)	3.6	%	555,555	11.1	%
Lubrication Partners, L.P. (11)	55,000,000		73.3	%	—	—
Lubrication Partners, Joint Venture(12)	13,255,000		17.7	%	—	—
Cecelia Pineda(13)
Suite 421 - 1917 West 4th Avenue
Vancouver BC, Canada V6J 1M7	500,000	(13)	*		—	—
Tom Plaskett	346,131	(14)	*		—	—
Allan McArtor	346,131	(14)	*		—	—
Arnold Burns	346,131	(14)	*		—	—
Michael L. McMillan	346,131	(14)	*		—	—
John T. (Cork) Jaeger(15)	2,077,619	(15)	2.7	%	—	—
Ben DuPont	346,131	(14)	*		—	—
Michael D. Newman	—		—		—	—
All Executive Officers and Directors as a Group (8 persons)	4,308,274	(16)	5.4	%	—	—

* Less than 1%

(1)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and unless otherwise indicated, represents securities for which the beneficial owner has sole voting and investment power. Any securities held in the name of, and under, the voting and investment authority of a spouse of an executive officer or director have been excluded.

(2)		Calculated based on 75,000,000 shares of common stock outstanding on February 5, 2008, plus, for each person or group, any securities that person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.
(3)		Calculated based on 27,500,000 shares of Series A Preferred outstanding on February 5, 2008, plus, for each person or group, any securities that person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.
(4)		The voting and disposition of the shares of Series A Preferred held by Felix Holdings Limited are determined by Mr. Steven Drayton.
(5)		Includes 2,777,775 shares of common stock underlying shares of the Company’s Series A Preferred, which are convertible into shares of common stock at a ratio of five common shares for each share of Series A Preferred (5:1) at an initial conversion price of $0.18.
(6)		The voting and disposition of the shares of Series A Preferred held by Epsom Investment Services, NV are determined by Mr. David Craven.
(7)		The voting and disposition of the shares of Series A Preferred held by Jadry Financial Corp, Inc. are determined by Dr. Gerald Hoop.
(8)		The voting and disposition of the shares of Series A Preferred held by Hypo Alpe-Adria-Bank (Liechtenstein) AG are determined by L. Spagnuolo and G. Erne.
(9)		The voting and disposition of the shares of Series A Preferred held by JTE Finance Ltd are determined by its partners, Messrs. Joseph T. Eberhard, J. Fluck and M. Kym. Approval by any two of the three partners is required to approve any action regarding voting and disposition of the shares. Each of Messrs. Eberhard, Fluck and Kym disclaims any beneficial ownership of the shares (except to the extent of the direct and indirect pecuniary interests of such person in those shares).
(10)		The voting and disposition of the shares of Series A Preferred held by Bank Sal Oppenheim Jr. & CIE are determined by Xentos Associates Corp., which is controlled by its board of directors.
(11)		Includes 41,745,000 shares of common stock of which Lubrication Partners, L.P. is the direct beneficial owner and 13,255,000 shares over which it may have shared voting and dispositive power as the managing venturer of the Lubrication Partners joint venture. EFO GenPar, Inc. is the general partner of Lubrication Partners, L.P. Kathryn Esping Woods, William P. Esping, Julie E. Blanton and Jennifer E. Kirtland are the co-trustees of Esping Family Marital Deduction Trust No. 2, which is the sole shareholder of EFO GenPar, Inc. Approval of at least three of the four co-trustees is required to approve any action by the trust, and those individuals share all investment and voting power with respect to the securities held by this stockholder. Each of those co-trustees, EFO GenPar, Inc. and Lubrication Partners, L.P. share all investment and voting power with respect to the securities held by this stockholder, and each of those persons disclaims any beneficial ownership of the shares (except to the extent of the direct and indirect pecuniary interests of such person in those shares).
(12)		Lubrication Partners is a joint venture that is controlled by Lubrication Partners, L.P., its managing venturer. Please see note (11) above.
(13)		Ms. Pineda served as President, CEO, CFO, Treasurer, Principal Accounting Officer, Secretary and a Director of the Company until April 18, 2007. Shares beneficially owned by Ms. Pineda represent shares underlying warrants to purchase 500,000 shares of common stock at a price of $0.26 per share.
(14)		Represents shares of common stock underlying options to purchase common stock at an exercise price of $0.1091.
(15)		Represents shares of common stock underlying options to purchase common stock at an exercise price of $0.0697. Mr. Jaeger may be deemed to beneficially own up to 12,465,712 shares underlying certain stock options held by The Fairmount Company (“Fairmount”). Only options to purchase 2,077,619 shares of common stock are vested and will be vested within the 60 day period from the date hereof. Mr. Jaeger is the President of Fairmount and controls the voting and disposition of the shares that are held by that stockholder. Mr. Jaeger disclaims any beneficial ownership of the shares held by Fairmount (except to the extent of his pecuniary interest in Fairmount).
(16)		All shares of common stock listed represent shares that may be acquired by the persons included in this group within 60 days pursuant to options, warrants, conversion privileges or other rights. Please see notes (13), (14) and (15) above.

DESCRIPTION OF SECURITIES

Our authorized stock consists of 500,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, $0.001 stated value per share. The following is a summary of the terms and provisions of our capital stock and the material applicable terms of our certificate of incorporation and bylaws. You should also review our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus is a part.

Material Terms of the Common Stock

We are authorized to issue up to 400 million shares of common stock. As of December 31, 2007, there were 75,000,000 shares of common stock issued and outstanding held by nine registered stockholders.

The holders of shares of our common stock:

(i) are entitled to one vote for each share held of record on each matter submitted to stockholders, and do not have cumulative voting rights for the election of directors;

(ii) are entitled to receive such dividends, on an equal ratable basis, as the Board of Directors may from time to time declare out of funds of the Company legally available for the payment of dividends;

(iii) do not have any preemptive rights to subscribe for or purchase any stock, obligations or other securities of the Company and have no rights to convert their common stock into any other securities; and

(iv) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs, after satisfaction of all Company liabilities and obligations.

Material Terms of Preferred Stock

Our Board of Directors is authorized, without further action by the stockholders, to issue up to 100 million shares of preferred stock and to establish, without stockholder approval, one or more classes or series of preferred stock having the number of shares, designations, relative voting rights, dividend rates, liquidation and other rights, preferences and limitations that our Board of Directors may designate. By way of illustration, preferred shares may have special rights and preferences that may include special voting rights (or denial of voting rights), special rights with respect to payment of dividends, conversion rights, rights of redemption, sinking funds and special rights in the event of liquidation, as the Board of Directors may determine. These rights and preferences will be determined by the Board of Directors at the time of issuance.

The Board of Directors has authorized the creation of the Series A Preferred. The Series A Preferred may be converted into shares of common stock on a basis of five (5) shares of common stock for every one share of Series A Preferred at anytime by the holder or by the Company under certain conditions. The holders of Series A Preferred are entitled to vote on all matters put to the holders of common stock, with the right to the number of votes they would have on an as-converted basis.

The Series A Preferred is subject to mandatory redemption on the maturity date, being five years from the date of closing the Contribution Agreement (April 18, 2012). The mandatory redemption feature requires the Company to redeem all outstanding shares of its Series A Preferred, to the extent it has funds legally available at that time, at a redemption price equal to $1.08 (120% of the liquidation preference of $0.90), plus an amount equal to the unpaid dividends on that date, if any, whether or not declared. The maximum amount of consideration that the Company could be required to pay under the mandatory redemption option is $7,650,000, which includes $5,400,000 of calculated preferred stock principal redemption (5,000,000 shares at $1.08) plus 5 years of preferred stock dividends totaling $2,250,000 (10% annual dividend X $0.90 X 5,000,000 shares X 5 years). These settlement amounts are to be paid in cash, and there are no settlement alternatives.

The Series A Preferred shares are also subject to mandatory conversion on the last day of any period of 20 consecutive trading days ending on or after the underlying shares of common stock are registered with the SEC in which the volume weighted average of the daily market price of the Company’s common stock equals or exceeds 200% of the conversion price of the Series A Preferred, as adjusted. Shares of Series A Preferred are entitled to a 10% accrued dividend, which will be reduced to a 5% dividend on the Company entering into a commercial agreement(s) that will increase the Company’s aggregate revenues to $40 million over the life of such commercial agreement(s) and to a 2% dividend on the Company recording net revenues of $1 million per quarter. As of September 30, 2007, there were 5,000,000 shares of Series A Preferred issued and outstanding, all of which were issued in a private placement transaction closed on April 18, 2007.

Dividends

There are no restrictions in our certificate of incorporation or bylaws that prevent us from declaring dividends on our common stock. The Company has never declared nor paid any cash dividends on its common stock and does not anticipate paying cash dividends on its common stock in the foreseeable future. The payment by the Company of dividends, if any, in the future, rests within the discretion of its Board of Directors and will depend, among other things, upon the Company’s earnings, its capital requirements and its financial condition, as well as other relevant factors.

Delaware Anti-Takeover Law and Certain Charter and Bylaw Provisions

Board of Directors. Our certificate of incorporation provides that the number of members of our Board of Directors will be fixed from time to time in the manner established in our bylaws, which provide that our Board of Directors will set the number of members of our Board or Directors by a duly adopted resolution. In addition, under our certificate of incorporation, directors may be removed with or without cause by the affirmative vote of a majority of the then-outstanding shares of our capital stock entitled to vote. Our bylaws provide that vacancies on our Board of Directors will be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, and that the newly elected director shall serve for the unexpired term of his or her predecessor. The likely effect of the limitations on the removal of directors and filling of vacancies is an increase in the time required for the stockholders to change the composition of our Board of Directors. The provisions in our certificate of incorporation relative to fixing the numbers of directors, the election and the removal of directors are subject to the rights of holders of preferred stock that may be established by our Board of Directors pursuant to our certificate of incorporation in order to permit the holders of preferred stock to elect directors under specified circumstances.

Our bylaws provide that nominations for the election of directors may be made by the Board of Directors, by a proxy committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of directors. Under our bylaws, stockholders intending to nominate director candidates for election must give proper advance notice to the secretary of Platinum at least 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. The chairman of any stockholder meeting may refuse to acknowledge the nomination of any person who is not nominated in compliance with the procedure established in the bylaws. Although this does not give the Board of Directors any power to approve or disapprove stockholder nominations for the election of directors, it may have the effect of precluding a contest for the election of directors if these procedures are not followed precisely.

Special Vote Required for Business Combinations. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law, and provisions in our certificate of incorporation that relate to transactions with interested stockholders. Subject to certain exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a “business combination” includes mergers, asset sales having an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation, and other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is generally a person who, together with affiliates and associates, owns (or within three years prior to the date of determination of whether the person is an “interested stockholder” did own) 15% or more of the corporation’s outstanding voting stock.

DESCRIPTION OF BUSINESS

Formation and Historical Information of the Predecessor

Platinum Research Organization, Inc., as the Predecessor, was incorporated in the State of Nevada on May 13, 2005, under the name “NorthTech Corporation.” The Predecessor was originally formed to develop, expand and market two web-based database programs - one for small business and the second for community sports teams or groups. The Predecessor completed an initial public offering to further this business in March of 2006. Efforts to implement this business plan were pursued, but ultimately the web-based software development business was abandoned.

Management reviewed various strategic alternatives, and on October 26, 2006, the Predecessor entered into a Contribution Agreement with Platinum LP, Lubrication Partners, a joint venture (“GP Transferor”) and sole shareholder of Platinum IP Management, Inc., the general partner of the Company (“PRO GP”), each holding a limited partnership interest in the Company (each, a “Limited Partner” and collectively, the “PRO Transferors”) and Cork Jaeger as the representative of all PRO Transferors and Steve Drayton as the representative of certain individual private placement investors in the Company (other than the PRO Transferors) (the “Investors”).

The Predecessor, at the time being “NorthTech Corporation,” merged with its wholly-owned subsidiary Platinum Research Organization, Inc., a Nevada corporation, on October 31, 2006, in order to amend its charter documents, change its name to “Platinum Research Organization, Inc.” and effect a 5-for-1 forward split of its outstanding common stock. On April 13, 2007, the Predecessor completed another merger with its wholly-owned subsidiary, Platinum Research Organization, Inc., a Delaware corporation (“DE Sub”), to reincorporate the Predecessor in Delaware. The name of the surviving company remained “Platinum Research Organization, Inc.,” and the certificate of incorporation and bylaws of DE Sub became the certificate of incorporation and bylaws of the Company. Under the terms of the Contribution Agreement, Platinum LP was acquired and it became a wholly-owned subsidiary of the Company effective April 18, 2007, and the Company adopted the business focus of Platinum LP, which is the design, development and commercialization of patented high-performance lubricants and coatings.

The Predecessor’s acquisition of Platinum LP has been accounted for as a reverse acquisition application of the purchase method of accounting by the Company, with Platinum LP being treated as the accounting acquirer. Accordingly, the assets and liabilities of the Predecessor were recorded at their respective historical costs and added to those of Platinum LP, and the reported results of operations of the Company now and going forward reflect the historical financial and operating results of Platinum LP.

History of Platinum LP

Platinum LP is a Texas limited partnership that was formed on April 28, 2004 for the purpose of designing and commercializing high performance lubricants and coatings. On April 29, 2004, Platinum LP acquired all of the intellectual property of Platinum Research and Development, LLC, a Texas limited liability company originally formed in July 1996 under the name of Platinum Research Organization, LLC whose business was also designing and commercializing high performance lubricants and coatings (“Platinum LLC”), as part of a recapitalization of Platinum LLC. The intellectual property of Platinum LLC was conveyed to Platinum LP in exchange for the forgiveness of an aggregate of $4,475,798 in outstanding notes and accrued interest owed by Platinum LLC to Lubrication Partners, a joint venture. The intellectual property owned by Platinum LLC and acquired by Platinum LP consisted of the intellectual property that is currently held by the Company and forms the basis for the Company’s TechroBond products.

Platinum LP formed Platinum Intellectual Property L.P. (“PIP”) in December 2004 to hold the intellectual property rights related to the business of Platinum LP, which is now conducted by the Company. Platinum LP is the sole limited partner, and holds 99.9% of the partnership interest, of PIP.

Company Products

Nine years of development efforts by Platinum LP and its predecessors have resulted in the initial commercialization of TechroBondTM in the grease markets with the introduction of TechroBondTM in rail-curve applications in late 2007. The TechroBondTM lubricants have been developed to replace MoS2 greases currently in the marketplace for the automotive, railroad, construction, manufacturing, aerospace and heavy engineering applications.

The Company is a development stage company, and as of December 31, 2007, had not recorded any revenues from sales. The Company received its first purchase order from R.T. Vanderbilt in December 2007 for TechroBond 280, the Company’s first commercially-available product for use in the global industrial grease market. R.T. Vanderbilt is the exclusive distributor of TechroBond 280 for the global industrial grease market. The Company expects that in 2008 it will receive additional purchase orders for and realize revenues from the sale of the TechroBond 280 product. TechroBond 240, a product that will be sold in both the industrial grease and engine oil markets, is currently being registered in the European Union and has received EPA approval in the U.S. The Company expects to realize revenues from sales of TechroBond 240 in 2009 in both the industrial grease and engine oil markets.

Management expects a steady stream of products and applications to be commercialized over the next one to two years in grease, metalworking fluid, hydraulic fluid and other applications; however, the largest addressable markets by order of magnitude are oil additives and specialty coatings. The key to these markets resides in advanced development tests and ongoing discussions with leading U.S. industrial and energy companies. There are no guarantees that all or any of these relationships will result in material agreements; however, the Company approaches those relationships as being combined development efforts geared towards bringing commercial products to market by 2009, rather than being merely research collaborations. Each of these development efforts is subject to strict non-disclosure agreements that the Company relies upon to protect intellectual property rights as well as to shield competitors from any “go to market” plans that these companies may utilize with respect to products or technology derived from these efforts.

TechroBondTM is one of a series of product applications the Company has developed based on its patented processes and technologies relating to a fluorinated thiophosphate and a new technique to react zinc dialkyl dithiophosphate (“ZDDP”) and poly tetra fluroethylene to yield new proprietary compounds that enhance the anti-wear and anti-corrosion capabilities of lubricants and coatings (individually and collectively, the “PRO Technology”). The resulting compounds have yielded significantly enhanced anti-wear and anti-corrosion capabilities when measured in bench laboratory tests at the University of Texas at Arlington, and, more important, suggest that the PRO Technology may be a replacement for ZDDP in engine and lubricating oils. Management believes that this new technology will position the Company to disrupt several large, global markets for lubricants, should the Company be successful in bringing its products that rely upon this new technology to market.

The Company intends to develop three primary product lines within the lubricant additive industry, including greases, industrial oils and engine oils, as well as to develop specialty coatings. The manufacture of TechroBond 280 for the industrial grease market has been contracted with Chem Technologies, LTD in Middlefield, Ohio. The manufacture of TechroBond 240 is currently in the development phase and has been contracted with Advanced Research Chemicals in Tulsa, Oklahoma. The greases developed by the Company will begin to be commercialized in 2008. Management expects that its industrial oil products will be commercialized in 2009 and 2010 and the engine oils it is developing will be commercialized in 2009. Specialty coatings are still in the applied research stages.

Industry Overview

Lubricant additives are ingredients added to lubricating oils. Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oil, automatic transmission fluids, gear oils, hydraulic oils, turbine oils and in virtually any other application where metal-to-metal moving parts are utilized. Lubricant additives are organic and synthetic chemical components that enhance wear protection, prevent deposits and protect against the hostile operating environment of an engine, transmission, axle, hydraulic pump or industrial machine. These proprietary formulations and processes use specific chemical compounds that can act as a catalyst, a reactant or both to provide surface and substrate modification in both liquid and solid lubricants to wear surfaces such as iron, steel and aluminum.

Lubricants are used in nearly every piece of operating machinery from heavy industrial equipment to vehicles. Lubricants provide a layer of insulation and protection between moving mechanical parts. Without this layer of protection, the normal functioning of machinery would not occur. Effective lubricants reduce downtime, prevent accidents and increase efficiency. Specifically, lubricants serve the following main functions:

· Friction reduction – Friction is reduced by maintaining a thin film of lubricant between moving surfaces, preventing them from coming into direct contact with one another and reducing wear on moving machinery.

· Heat removal – Lubricants act as coolants by removing heat resulting from either friction or through contact with other, higher temperature materials.

· Containment of contaminants – Lubricants can be contaminated in many ways, especially over time. Lubricants are required to function by carrying contaminants away from the machinery and neutralizing the harmful impact of the by-products of combustion on operating machinery.

The functionality of lubricants is created through an exact balance between a base mineral oil and performance enhancing additives. Experienced research professionals attempt to achieve this exact balance in order to meet the goal of creating effective formulations in order for lubricants to function at an optimal level. Lubricant additives are composed of component chemicals specially selected to perform desired functions. These chemical components are blended to create products designed to meet industry and customer specifications. Lubricant additive components are generally classified based upon their intended functionality, including:

· viscosity index modifiers, which improve the viscosity and temperature characteristics of lubricants and help the lubricant flow evenly to all parts of an engine or machine;

· detergents, which clean moving parts of engines and machines, suspend oil contaminants and combustion byproducts, and absorb acidic combustion products;

· dispersants, which serve to inhibit the formation of sludge and particulates;

· extreme pressure/antiwear agents, which reduce wear on moving engine and machinery parts; and

· antioxidants, which prevent oil based lubricants from degrading over time.

Demand for lubricants depends primarily on events and trends in the petroleum and manufacturing industries. Both industrial and automotive markets are affected by the outlook for the economy in general, as well as by government regulations, technological advances in machinery and motor vehicle engine design, developments in base oil and lubricant additive formulations and growth trends in key end-use sectors.

Macroeconomic conditions and inflation/pricing patterns affect demand, as the use of industrial lubricants is very closely tied to the production of manufactured goods. Likewise, demand for manufactured goods is related to trends in consumer spending, energy consumption and trends in nondurable goods markets.

Lubricant usage and formulation are also heavily influenced by environmental and worker safety regulations. In connection with registering its products with the EPA as well as the European Union and other foreign countries, the Company has spent to date approximately $150,000 on environmental testing and compliance. Demand for automotive fluids is tied most strongly to the production and use of motor vehicles, construction equipment and other motorized equipment. In turn, the demand for vehicles and equipment that use lubricants is correlated to economic conditions, particularly the outlook for consumer spending, construction and manufacturing activity.

The lubricant marketplace is comprised of two primary components: engine oil additives and specialty additives.

Marketing synthetic and specialty products with higher performance and extended life is the most common method that lubricant manufacturers use to increase profit margins. These products, which include synthetics, blends and vegetable-based lubricants, come with significantly higher price tags, as the price of a synthetic or specialty fluid is typically around three times that of its conventional petroleum-based counterpart. However, the increased performance attainable can be significant enough to justify the higher cost of the synthetic fluids.

Another method that producers have implemented to promote price growth is the production of higher quality lubricant base stocks, such as hydrocracked or hydroprocessed base oils. Efforts to market higher priced lubricants have been aided by technological advances in engine manufacture and machinery design, as heavy equipment in manufacturing plants is being run at increasingly higher speeds, temperatures and loads. These trends have boosted demand for better-performing, more expensive formulations. While the initial cost for these lubricants can be high, these products can operate at higher running temperatures and extend the life of the oil, reducing overall lubricant costs and disposal expenses.

Automotive applications for lubricants include commodity products, such as oils used in gasoline, diesel and marine engines, as well as gear oils, transmission fluids and greases. Therefore, the range of prices for automotive lubricants is also wide. Typical prices for general engine oils range from $2 to $3 per gallon, as these products are often sold in bulk. Automotive greases, on the other hand, which are often formulated for a specific application and sold in small quantities, generally have a higher price range of $8 to $20 per gallon.

Management expects the average price of industrial lubricants to increase 1.4% annually to $3.00 per gallon, while the average price of automotive lubricants is expected to be essentially flat at $2.90 per gallon in 2011. There are a wide range of industrial applications for lubricants, ranging from commodity products, such as rubber oils used in tire manufacture, to specialty lubricants, such as fire-retardant greases for environmentally sensitive mining applications. Therefore, the range of prices for industrial lubricants also varies. Typical prices range from $1 to $2 per gallon for lower end process oils and lubricants to as much as $20 per gallon for some specialty greases; moreover, some highly specialized lubricants can be more than $100 per gallon.

Business Strategy

The Company’s business model is to control the manufacturing and pricing of the material and license and sell products based on the PRO Technology to aligned industry leaders within various fields of use. The Company is exploring several avenues to the commercial market, including joint ventures, marketing and distribution agreements and licensing opportunities. This will enable the Company to expedite its commercialization efforts and exploit the large global market opportunity available for its technology.

Sales & Marketing

The Company currently markets its anti-wear and anti-friction compounds to grease manufacturers. In other product lines, it is currently in a pre-market research and development stage. The Company intends to rely on third parties to sell and market its products.

Principal Suppliers

The Company has several suppliers of required chemicals which are manufactured to industry standards. In addition, the Company has developed and holds patent applications on the manufacturing processes for one key proprietary component used in TechroBond 240. The Company has currently shared this manufacturing knowledge with one supplier, Advanced Research Chemical, and has worked and will be working with this supplier to scale-up the processes in the development and commercialization of TechroBond 240. The Company does not currently have a formal manufacturing and supply agreement in place with Advanced Research Chemical, but anticipates entering into a more formal agreement in 2009 as production of TechroBond 240 increases. If market conditions require additional manufacturers to meet the Company’s demand, the Company has the skills and knowledge to transfer the proprietary manufacturing processes to other fluorinated material manufacturers.

Competition

More than 200 companies participate in the U.S. lubricants industry, including both independent firms and large petroleum concerns. Although the industry encompasses many products, lubricants are generally grouped into automotive and industrial segments. Many lubricant suppliers provide products for both segments, primarily because applications overlap. The U.S. lubricant industry is dominated by major petroleum companies because of the large economies of scale needed for refining operations, distribution and marketing. Leading suppliers include Afton Chemical Corporation, a subsidiary of NewMarket Corporation (formerly Ethyl Corporation), BP PLC, Chevron Oronite Company, a subsidiary of ChevronTexaco Corporation, Exxon Mobil Corporation, Lubrizol Corp., Pennzoil-Quaker State, Royal Dutch/ Shell Oil Company and Valvoline, a subsidiary of Ashland Inc.

Smaller companies are being forced out of the business, primarily due to these requisite economies of scale as well as by increasingly stringent environmental standards that raise operating costs. Smaller companies that do effectively compete in the industry do so by offering value-added products and responding to customer needs in a more timely fashion than their larger competitors.

The Company currently has a product, TechroBond 280, that is available for sale as an additive in the global industrial grease market. The key competitive product of TechroBond 280 in this market is molybdenum disulfide, a commodity used as an extreme pressure additive whose price has been steadily rising in the past several years due to a significant supply and demand imbalance. The Company feels that it has a competitive advantage with TechroBond 280 as compared to molybdenum disulfide due to better performance and lower costs. Another Company product, TechroBond 240, is available for sale and use in the industrial grease market in only the United States. They key competitive product of TechroBond 240 in this market is ZDDP, the anti-wear agent most often used in engine oils, industrial oils and greases. The Company feels that it has a competitive advantage over ZDDP with TechroBond 240 due to better performance as well as having a reduced amount of phosphorous, which negatively impacts the performance and life span of catalytic converters in automobiles.

Research and Development

The Company (through Platinum LP and its predecessors) has developed in-house all of the lubricant additives it intends to manufacture and sell. The PRO Technology has been developed by a team of scientists and chemical, lubricant and oil industry experts over a period of nine years, with millions of dollars being invested over this period by Platinum LP and its predecessors to fund the Company’s research and development efforts. The Company’s total annual research and development expenditures for the 2007 and 2006 fiscal years were $255,911 and $137,261, respectively.

The Company has established an alliance with the University of Texas at Arlington to collaborate on research, development, testing and ultimately, commercialization efforts. The Company has utilized a number of mechanical testing laboratories equipped with a variety of gasoline and diesel engines, driveline and other mechanical equipment to evaluate the performance of additives for lubricants and fuels. In addition, the Company makes extensive use of independent research firms. Global field testing is conducted through various arrangements with third parties.

The Company’s research and development efforts have resulted in proprietary formulations and processes protected by five issued U.S. patents, four pending U.S. patent applications, five U.S. continuation-in-part applications and several trade secrets. The Company has filed these patents or patent applications in key jurisdictions in the international market, and the U.S. patent applications are protected under patent, copyright and trademark filings. These proprietary formulations and processes use specific chemical compounds that can act as a catalyst, a reactant or both to provide surface and substrate modification in both liquid and solid lubricants to wear surfaces such as iron, steel and aluminum.

Government Regulations

In response to governmental environmental and worker safety regulations, the Company is currently required to register products that have new chemicals, compounds or ingredients with the EPA and environmental

agencies from other foreign jurisdictions. This registration process requires the Company to have its products tested by independent laboratories to ensure it meets environmental and safety standards. The Company anticipates that it will spend over $150,000 in registration and testing fees in 2007 and 2008 and expects that all of its products in development will meet those same standards. The Company is not aware of any new or proposed government regulations, either in the U.S. or elsewhere, that are expected to significantly change the current product registration process or the costs the Company expects to incur in connection with registration and testing.

The Company also has products that consist of previously registered materials or compounds that do not require additional registration with the EPA or in foreign jurisdictions. TechroBond 280, the Company’s first commercially available product for the grease market, consists entirely of previously registered materials, and as such, it does not require registration in the U.S. and other foreign jurisdictions and is available for sale worldwide.

TechroBond 240, a new product that will have applications in both the grease and engine oil markets, consists of new chemicals and compounds and therefore is required to be registered. To date, TechroBond 240 has received EPA approval in the U.S. and is currently going through the registration process in the European Union and in other foreign jurisdictions.

Proprietary Rights

The Company’s intellectual property, including its patents and trademarks, is an important component of its business. The Company actively protects its inventions, new technologies and product developments by filing patent applications or maintaining trade secrets. The Company’s research and development efforts have resulted in proprietary formulations and processes protected by four U.S. patents, five U.S. patent applications, three continuation-in-part applications and several trade secrets.

In March 1999, the Company’s first patent application, entitled “Catalyzed Lubricant Additives and Catalyzed Lubricant Systems Designed to Accelerate the Lubricant Bonding Process,” was issued by the U.S. Patent Office as U.S. patent Number 5,877,128. This patent expires April 25, 2016. A second patent, U.S. Patent Number 6,258,758 B1, entitled “Catalyzed Surface Coating Compositions and Methods” was granted in the first quarter of 2001 and expires February 24, 2019. A third patent, U.S. Patent Number 6,362,135 entitled “Catalyzed Compositions and Methods for Use in Vehicle Surface Anti-Icing and Other Applications” was granted in the first quarter of 2002 and expires August 24, 2020. A fourth patent entitled “Engine Oil Additive” was allowed and published on July 11, 2006 as U.S. Patent Number 7,074,745, and it expires on October 13, 2024.

The Company’s first patent (No. 5,877,128) was originally applied for shortly after Platinum LP’s formation in April 2004. The research which let to and supported the application was conducted at Carnegie-Mellon University under a research project funded by predecessors of Platinum LP. All of the Company’s remaining patents and patent applications arose from research conducted at UTA under research projects funded by predecessors of Platinum LP and subsequently by the Company. The various Company predecessors have maintained and funded research projects annually at UTA since 1999. In addition, during this time, the predecessors maintained consulting contracts with outside engineers and scientists to provide expert assistance to the UTA project team.

Principally all of the capitalized patent and trademark costs relate to legal work performed by patent attorneys who track their time on billings directly back to individual patent or trademark development work. General or administrative patent attorney effort is charged directly to expense. The Company maintains historical detail of capitalized patent costs, by individual patent as well as related amortization by patent. The Company has capitalized approximately $19,095 in costs, substantially comprised of legal fees, related to the registration of the product trademark “TechroBond” in the U.S. The Company is not amortizing capitalized trademark costs consistent with SFAS 142, as trademarks are deemed to have indefinite lives.

The Company does not have any licenses.

The Company’s pending intellectual property relates solely to the development of new patents. Patent-related costs are capitalized and not amortized until a patent is issued or the efforts on the patent are abandoned.

The Company takes care to respect the intellectual property rights of others and believes its products do not infringe upon those rights. The Company intends to vigorously participate in patent opposition proceedings around the world, where it believes that those proceedings are necessary to secure a technology base that is free of infringement.

Employees

The Company has four full-time employees, including Mr. Jaeger, the Company’s President and CEO, and Mr. Newman, the Company’s Senior Vice President and CFO. The Company depends heavily on its Board of Directors and third party contractors to maintain and advance its business interests. The Company does not expect a significant change in the number of its employees in the upcoming year. The Company will continue to outsource services to third party contractors where possible.

DESCRIPTION OF PROPERTY

Platinum currently occupies 3,200 square feet of leased office space located at 2777 N. Stemmons Freeway, Suite 1440, Dallas, Texas 75207. The lease began in August 2007 and has an initial term of five years with one option to extend the lease for another five-year period. Monthly rent during the initial lease term is deferred for the first two months and is $4,266.67 for the rest of the first lease year, and it will increase to $4,400.00, $4,533.33, $4,666.67 and $4,800.00 per month for each of the remaining years in the initial lease term.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

On April 18, 2007, we closed the Contribution Agreement which resulted in our acquisition of Platinum LP and the appointment of a new slate of directors. Under the terms of the Contribution Agreement:

· GP Transferor contributed all of the capital stock of PRO GP (the “PRO GP Capital Stock”), free and clear of all liens, to the Company;

· each Limited Partner contributed all of the outstanding limited partner partnership interests of the Company (collectively, the “Partnership Interests”) held by such Limited Partner, free and clear of all liens, to the Company; and

· the Investors contributed $4,500,000 in new capital by way of private placement to the Company. This private placement included the conversion of the convertible promissory notes totaling $1,000,000 held by two Investors.

In return, the Company issued the aggregate total of:

· 55,000,000 unregistered shares of its common stock to GP Transferor for the PRO GP Capital Stock and for the Partnership Interests;

· 5,000,000 unregistered shares of Series A Preferred to the Investors; and

· 2,500,000 common stock share purchase warrants to Investa Corporation and Ms. Cecelia Pineda.

Concurrent with the closing of the Contribution Agreement, Ms. Pineda returned to the Company’s treasury 22,500,000 shares of common stock of the Company held in her name.

The Company’s acquisition of Platinum LP has been accounted for as a reverse acquisition application of the purchase method of accounting by the Company, with Platinum LP being treated as the accounting acquirer. Accordingly, the assets and liabilities of the Predecessor were recorded at their respective historical costs and added to those of Platinum LP, and the reported results of operations of the Company now and going forward reflect the historical financial and operating results of Platinum LP.

As a result of the foregoing transactions, the Pro Transferors now own 73.33% of the issued and outstanding shares of common stock of the Company on a non-diluted basis and 53.66% of the Company’s common stock on a fully-diluted basis.

As a result of our acquisition of Platinum LP, the Company’s new business focus is the design, development and commercialization of patented high-performance lubricants and coatings. The Company’s products will be marketed under the trade name TechroBond™ for automotive, aviation, industrial and consumer aftermarkets. TechroBond^TM is one of a series of product applications the Company developed based on its patented processes and technologies relating to a fluorinated thiophosphate and a new technique to react zinc dialkyl dithiophosphate (“ZDDP”) and poly tetra fluroethylene to yield new proprietary compounds that enhance the anti-wear and anti-corrosion capabilities of lubricants and coatings. The resulting compounds have yielded significantly enhanced anti-wear and anti-corrosion capabilities when measured in bench laboratory tests at the University of Texas at Arlington, and, more importantly, suggest that the PRO Technology may be a replacement for ZDDP in engine and lubricating oils. Management believes that this new technology will position the Company to penetrate several large, global markets for lubricants should the Company be successful in bringing its products that rely upon this new technology to market during the next twelve months.

The Company intends to develop three primary product lines within the lubricant additive industry, including greases, industrial oils and engine oils, as well as to develop specialty coatings. The Company received its first purchase order from R.T. Vanderbilt in December 2007 for TechroBond 280, the Company’s first commercially-available product for use in the global industrial grease market. R.T. Vanderbilt is the exclusive distributor of TechroBond 280 for the global industrial grease market. The Company expects that in 2008 it will receive additional purchase orders for and realize revenues from the sale of the TechroBond 280 product. TechroBond 240, a product that will be sold in both the industrial grease and engine oil markets, is currently being registered in the European Union and has received EPA approval in the U.S. The Company expects to realize revenues from sales of TechroBond 240 in 2009 in both the industrial grease and engine oil markets. Please see “Description of Business” for more information relating to the Company’s current and proposed business operations.

As of September 30, 2007, the Company had total cash on hand of $3,981,221, of which $1,585,598 was restricted cash. Cash needs during the next twelve months are expected to average approximately $300,000 per month. As of September 30, 2007, the Company believed it had sufficient funds available to fund operations for approximately the next seven to eight months. A failure to achieve significant, sustained sales and revenues from the TechroBond 280 product in the industrial grease market by the end of such period will require the Company to seek additional financing.

Results of Operations

On July 31, 2007, the Company signed a global marketing and distribution agreement with R.T. Vanderbilt, a manufacturer and distributor of chemicals and minerals serving a diverse set of markets worldwide. The agreement gives R.T. Vanderbilt the exclusive right to market and distribute the Company’s TechroBond^TM products on a global basis to the grease market.

In December 2007, the Company received its first purchase order from R.T. Vanderbilt for TechroBond 280. The Company expects that sales training and customer sampling of TechroBond 280 will occur in the first quarter of 2008 with sales realized in the remainder of 2008.

Accounting Policies – Intangible Assets

The Company evaluates annually the carrying value of its intellectual property for recoverability by analyzing the expected sales and profits of its products in the grease, engine oil and industrial oil markets over the next five years. At December 31, 2006, based on this analysis, the Company expected that sufficient profit will be realized from these sales to recover the balance of intellectual property on its books, and therefore did not believe that any impairment of its intellectual property existed. As such, no impairment adjustment was recorded at that time.

The Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

Net Sales and Gross Profit. Net sales and gross profit for both the three-month period ended September 30, 2007 and the three-month period ended September 30, 2006 was $0. The Company is a development stage company and continues to focus its efforts on the marketing and commercialization of the Company’s products and technologies, the registration of its products with the Environmental Protection Agency (the “EPA”), in Europe, Japan and the Far East and on further developing its relationships with key business partners in the Engine Oil, Grease, Industrial Oil and Coatings markets.

Selling, General and Administrative Expenses. The Company’s total SG&A expenses for the three-month period ended September 30, 2007 were $682,763, an increase of $446,410 over total SG&A expenses of $236,353 for the three-month period ended September 30, 2006. Total SG&A expenses are composed of outside legal and professional fees, salaries, insurance costs, product evaluation and technical support and other SG&A expenses.

The Company’s outside legal and professional fees for the three-month period ended September 30, 2007 were $250,921, an increase of $161,758 over outside legal and professional fees of $89,163 for the three-month period ended September 30, 2006. This increase was due to increased product and technology consultancy costs, increased public and investor relations costs and increased public company compliance costs associated with SEC filings and preferred stock registration statements.

The Company’s salaries expense for the three-month period ended September 30, 2007 was $191,609, an increase of $118,477 over salaries expense of $73,132 for the three-month period ended September 30, 2006. This increase was primarily due to non-cash expenses incurred relating to the expensing of stock options pursuant to SFAS 123R, the addition of a new Chief Financial Officer following consummation of the Contribution Agreement and the execution of a new employment contract for the Company’s Chief Executive Officer.

The Company’s insurance costs for the three-month period ended September 30, 2007 were $18,806, an increase of $6,110 over insurance costs of $12,696 for the three-month period ended September 30, 2006. This increase was principally due principally to higher insurance costs associated with patents and intellectual property.

Product evaluation and technical support expenses for the three-month period ended September 30, 2007 were $156,570 an increase of $125,195 over product evaluation and technical support expenses of $31,375 for the three-month period ended September 30, 2006. Included in these figures are research and development expenditures of $55,510 and $33,136 for the three-month periods ended September 30, 2007 and 2006, respectively. This increase was due to an increase in scope of the testing and research efforts conducted at the University of Texas - Arlington related to the Company’s products and technologies and costs associated with registering the Company’s products in foreign countries.

Other SG&A expenses for the three-month period ended September 30, 2007 were $41,229, an increase of $36,073 over other SG&A expenses of $5,156 for the three-month period ended September 30, 2006. This increase was due to increased office support costs and Board of Directors-related costs.

Depreciation and Amortization. Depreciation and amortization for the three-month period ended September 30, 2007 was $84,065, a decrease of $38,166 over depreciation and amortization of $122,231 for the three-month period ended September 30, 2006 and relates principally to the amortization of loan issuance costs for debt with the City of Seattle, the amortization of capitalized patent expenses and the depreciation of office and testing equipment.

Interest Expense. Interest expense for the three-month period ended September 30, 2007 was $255,000, which was an increase of $45,000 compared to interest expense of $210,000 for the three-month period ended September 30, 2006. Interest expense for the three-month period of 2007 was comprised of $210,000 interest related to $6,000,000 of long-term debt with the City of Seattle Retirement system and $45,000 of interest related to the amortization of the Series A Preferred stock discount, which is a non-cash item (Note 3).

Other Income. Other income for the three-month period ended September 30, 2007 was $62,046, an increase of $34,048 over other income of $27,998 for the three-month period ended September 30, 2006. This increase was due primarily to interest income from increased cash on hand as a result of equity raised through the Company’s issuance of the Series A Preferred and the issuance of warrants to acquire 2,500,000 shares of common stock April 2007.

The Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006

Net Sales and Gross Profit. Net sales and gross profit for both the nine-month period ending September 30, 2007 and the nine-month period ending September 30, 2006 was $0. The Company continues to focus its efforts on the marketing and commercialization of the Company’s products and technologies, the registration of its products with the EPA, in Europe, Japan and the Far East and efforts to further develop its relationships with key business partners in the Engine Oil, Grease, Industrial Oil and Coatings markets.

Selling, General and Administrative Expenses. The Company’s total SG&A expenses for the nine-month period ended September 30, 2007 were $2,139,566, an increase of $1,439,884 over total SG&A expenses of $699,682 for the nine-month period ended September 30, 2006. Total SG&A expenses are composed of outside legal and professional fees, salaries, insurance costs, product evaluation and technical support and other SG&A expenses.

The Company’s outside legal and professional fees for the nine-month period ended September 30, 2007 were $777,042, an increase of $543,584 over outside legal and professional fees of $233,458 for the nine-month period ended September 30, 2006. This increase was due to legal and professional costs incurred in connection with the Company’s issuance of the Series A Preferred and the issuance of warrants to acquire 2,500,000 shares of common stock, increased public company compliance costs associated with SEC filings and preferred stock registration statements, recruitment costs associated with hiring a new Chief Financial Officer, increased product and technology consultancy costs and increased public and investor relations costs.

The Company incurred $339,783 in costs related to the Contribution Agreement for the nine-month period ended September 30, 2007. No such costs were incurred during the same period in 2006. These costs consisted of outside legal, accounting and audit work related to the Contribution Agreement and related transactions.

The Company’s salaries expense for the nine-month period ended September 30, 2007 was $466,653, an increase of $247,968 over salaries expense of $218,685 for the nine-month period ended September 30, 2006. This increase was primarily due to non-cash expenses incurred relating to the expensing of stock options pursuant to SFAS 123R, the addition of a new Chief Financial Officer following consummation of the Contribution Agreement and the execution of a new employment contract for the Company’s Chief Executive Officer.

The Company’s insurance costs for the nine-month period ended September 30, 2007 were $96,842, an increase of $58,551 over insurance costs of $38,291 for the nine-month period ended September 30, 2006. This increase was due to the purchase of a new Directors and Officers Liability Policy and higher costs associated with patents and intellectual property.

Product evaluation and technical support expenses for the nine-month period ended September 30, 2007 were $265,546, an increase of $161,421 over product evaluation and technical support expenses of $104,125 for the nine-month period ended September 30, 2006. Included in these figures are research and development expenditures of $200,401 and $104,125 for the nine-month periods ended September 30, 2007 and 2006, respectively. This increase was due to an increase in scope of the testing and research efforts conducted at the University of Texas - Arlington related to the Company’s products and technologies and costs associated with registering the company’s products in foreign countries.

Other SG&A expenses for the nine-month period ended September 30, 2007 were $77,549, an increase of $58,700 over other SG&A expenses of $18,849 for the nine-month period ended September 30, 2006. This increase was due mainly to increased office support costs and Board of Director related expenses.

Depreciation and Amortization. Depreciation for the nine -month period ended September 30, 2007 was $329,420, a decrease of $36,251 from depreciation of $365,671 for the nine-month period ended September 30, 2006 and relates to the amortization of loan issuance costs for debt with the SCERS, the amortization of capitalized patent expenses and the depreciation of office and testing equipment.

Interest Expense. Interest expense for the nine-month period ended September 30, 2007 was $736,534, an increase of $106,534 over interest expense of $630,000 for the nine-month period ended September 30, 2006, due mainly to $24,794 in additional interest costs associated with $1,000,000 in convertible promissory notes and $81,740 in interest related to the amortization of the Series A Preferred stock discount, which is a non-cash item (Note 3).

Other Income. Other income for the nine-month period ended September 30, 2007 was $150,076, an increase of $50,285 over other income of $99,791 for the nine-month period ended September 30, 2006. This increase was due primarily to interest income from increased cash on hand as a result of equity raised through the Company’s issuance of the Series A Preferred Stock and the issuance of warrants to acquire 2,500,000 shares of common stock in April 2007.

Research and Development

The Company’s research and development expenditures for the twelve month period ended December 31, 2007 are estimated to be $255,911 compared to $137,261 for the twelve month period ended December 31, 2006. The R&D expenditures are comprised of research staff salaries and materials consumed in the testing and evaluation process. The Company has established an alliance with the University of Texas at Arlington to collaborate on research, development, testing and commercialization efforts. The number of personnel for each project is reviewed and agreed upon annually by the Company and the University of Texas at Arlington as a part of the budgeting process. The Company is then billed monthly per the budgeting contract. The Company expenses all such R&D expenditures as incurred. The Company does not track R&D costs by project, as the majority of R&D expenditures for each project are comprised of salaries for research personnel and materials consumed in testing and evaluation. The Company also utilizes a number of mechanical testing laboratories equipped with a variety of gasoline and diesel engines, driveline and other mechanical equipment to evaluate the performance of additives for lubricants and fuels.

For the calendar years of 2007 and 2008, there are five key projects, as identified and described below, that comprise the Company’s R&D budget. All of the listed projects are currently active and have research personnel assigned. Company management reviews the project progress on a monthly basis.

· Grease – consists of research into anti-wear and extreme pressure enhancements for lubrication greases.

· Coatings– consists of anti-fouling paints and anti-corrosion coatings and testing of products to be used in anti-graffiti or other anti-fouling media applications.

· Engine Oil – consists of testing the use of fluorinated ZDDP in heavy duty engine oil applications.

· Engine Oil – consists of research into improved lubrication in engine oils.

· Testing of interaction of anti-oxidants with F-ZDDP in base oil and fully formulated oils.

All of the identified key projects are currently funded and in progress, and are expected to continue for the next 12-18 months. As such, the Company is unable to estimate completion dates with any reasonable certainty. The Company’s inability to successfully complete or fund these projects could have a material adverse impact on the Company’s ability to execute its business plan.

Liquidity and Capital Resources

Cash flows used in operating activities for the nine-month period ended September 30, 2007 were $2,579,867 compared to $1,234,877 used in operating activities for the nine-month period ended September 30, 2006.

As of December 31, 2007, the Company did not have any material commitments for capital expenditures. The Company is currently working with a manufacturer in Tulsa, Oklahoma to evaluate the manufacturing process and required capital to produce TechroBond 240. The Company expects that if it is able to receive additional financing in the first half of 2008, it will complete its evaluation of the manufacturing process and commit to an estimated $1,000,000 in capital expenditures for a manufacturing facility to support the first phase of its production of TechroBond 240.

Net cash provided by financing activities was $5,000,000 for the first nine months of 2007, consisting primarily of the private placement of 5,000,000 shares of Series A Preferred for a purchase price of $4,500,000. The Series A Preferred is subject to the terms and conditions of a Certificate of Designation, which terms and conditions include a 10% accrued dividend that will be reduced to a 5% dividend upon the Company entering into a commercial agreement(s) that will increase the Company’s aggregate revenues to $40 million per year, and further reduced to a 2% dividend upon the Company recording net revenues of $1 million per quarter. Each share of Series A Preferred may be converted into five shares of common stock at anytime by the holder and under certain conditions by the Company. The Series A Preferred must be redeemed by the Company on April 18, 2012, or prior to that time if the Company fails to fulfill certain obligations to those holders of Series A Preferred for reserving and registering for resale the shares that may be issued upon conversion or upon certain assignments or bankruptcy proceedings.

Immediately following the closing of the Contribution Agreement, Platinum LP became the sole operating subsidiary of the Company, holding substantially all of the Company’s operating assets, other than (i) the intellectual property used by the Company, which is held by PIP, and (ii) the proceeds of the Series A Preferred offering completed as part of the Contribution Agreement, which are held by the Company directly. On December 3, 2004, the Company and PIP entered into a secured note purchase agreement, which provided for PIP to obtain a $6.0 million term loan (“Seattle Loan”) from Seattle City Employee’s Retirement System (“SCERS”).

In connection with the Contribution Agreement, SCERS, the Company, Platinum LP, PIP, Newlight Capital LLC (“Newlight”) and JPMorgan Chase Bank, N.A. entered into an amendment of the Seattle Loan on January 9, 2007, which became effective upon the closing of the Contribution Agreement. The Seattle Loan is governed by a senior secured note issued by PIP to SCERS. The principal amount outstanding under the Seattle Loan will continue to bear interest at a fixed rate equal to 14% per annum, which will increase to 19% per annum following any event of default under the senior secured note. Accrued interest on the outstanding principal is payable on a quarterly basis, and all outstanding principal and interest is due and payable on the earlier of (i) the fourth anniversary of the closing of the Contribution Agreement or (ii) February 28, 2011. As additional consideration for making the loan, SCERS will receive quarterly participation payments at the end of each fiscal quarter that are equal to the greater of (i) 5% of the Company’s gross revenues on a consolidated basis, or (ii) 20% of the Company’s consolidated net income, for such quarter. The participation payments will continue until SCERS is paid all of the principal and accrued interest under the Seattle Loan, plus an aggregate $6.0 million in participation payments. SCERS has received no participation payments through the quarter ended September 30, 2007.

PIP’s performance under the Seattle Loan is secured by all of the assets of PIP, including all of the registered intellectual property used in the Company’s business. In addition, approximately $1.4 million of the loan proceeds were placed in escrow, representing 18 months of estimated interest expense, in the amount of $1.25 million, and $150,000 of certain estimated fees that are payable in connection with the loan.

As amended, the Seattle Loan is subject to certain financial covenants and restrictions, including limitations on incurring indebtedness or granting liens, mergers or consolidations, distributions, expenditures in excess of budgeted amounts, leases, compensation of management, sale of assets and capital expenditures, which apply equally to PIP, Platinum LP and the Company. If PIP issues or sells any new promissory note while the Seattle Loan is outstanding, which are on terms that are more favorable than those under the Seattle Loan, as determined in SCERS’s sole discretion, then the Seattle Loan will automatically be amended such that those more favorable terms will apply to the Seattle Loan to the same extent as they are to apply under the new promissory note. PIP may issue one or more new promissory notes having an aggregate principal amount of no more than $9.0 million, and SCERS will take any actions that are necessary in order to permit the purchasers of such notes to have a security interest and lien that is pari passu with SCERS interests in the collateral securing the Seattle Loan. Any amounts borrowed by PIP that are in excess of the $9.0 million limit shall be subordinate to the Seattle Loan.

Newlight serves as the monitoring agent on behalf of SCERS. In consideration for those services, Newlight received a placement fee of $450,000 at the initial funding and continues to receive $120,000 in annual monitoring fees after the closing of the Contribution Agreement. Newlight received substitution options for 1,909,938 shares of the Company’s common stock upon closing of the Contribution Agreement, representing approximately 1.50% of the outstanding shares, on a fully-diluted basis, after the closing of the Contribution Agreement. Newlight also serves as a consultant to the Company in connection with its intellectual property commercialization efforts as well as in raising additional capital. Newlight receives a percentage of the total additional capital raised or revenues generated from intellectual property commercialization as compensation for such consulting services.

Management believes that the Company’s capital resources are adequate to continue operating and maintaining its current business strategy during the next seven to eight months. While management is currently seeking third party financing, it can give no assurances that they will be successful in these efforts.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to its stockholders.

Shares of our common stock are currently quoted on the OTCBB under the symbol “PLRO.OB”. Our shares began quotation on the OTCBB on July 12, 2006. The following table summarizes the high and low historical closing prices reported by the OTCBB Historical Data Service for the periods indicated. OTCBB quotations reflect inter-dealer prices, without retail mark-up, mark down or commissions, so those quotes may not represent actual transactions.

	High		Low
First Quarter 2008 (through February 4, 2008)	$	0.44	$	0.30
Fourth Quarter 2007		0.61	0.35
Third Quarter 2007	0.79		0.47
Second Quarter 2007	1.35		0.62
First Quarter 2007	5.55		1.25
Fourth Quarter 2006	2.48		2.16
Third Quarter 2006	N/A		N/A
Second Quarter 2006	N/A		N/A
First Quarter 2006	N/A		N/A

As of the date of this prospectus, we had nine record holders of our common stock according to the books of our transfer agent.

We have not paid cash dividends on our common stock since our inception. The board of directors does not anticipate payment of any cash dividends in the foreseeable future and intends to continue its present policy of retaining earnings for reinvestment in our operations.

LEGAL MATTERS

The validity of the common stock offered hereby is being passed upon by Hallett & Perrin, P.C., Dallas, Texas.

EXPERTS

The financial statements of Platinum Research Organization, L.P. as of and for the years ended December 31, 2006 and 2005, included in this prospectus and the Registration Statement on Form S-1 of which this prospectus is a part, have been audited by Lane Gorman Trubitt, L.L.P., independent registered public accounting firm, as set forth in its report thereon included herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Platinum Research Organization, Inc. (formerly known as NorthTech Corporation) as of and for the years ended December 31, 2005 and December 31, 2006, included in this prospectus and the Registration Statement on Form S-1 of which this prospectus is a part, have been audited by James Stafford, Chartered Accountants, as set forth in its report thereon included herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other periodic reports, proxy statements and other information with the SEC. Our SEC filings, including this prospectus and the registration statement of which it is a part, are available over the Internet via the SEC’s EDGAR system at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20459. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and its copy charges. You may also inspect our SEC reports and other information at our website at http://www.techrobond.com. We do not intend for information contained in our website to be part of this prospectus.

INDEX TO FINANCIAL STATEMENTS

Platinum Research Organization, Inc. and Subsidiaries
Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006		F-2
Consolidated Statements of Operations for the Three- and Nine-Month Periods Ended September 30, 2007 and 2006		F-3
Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2007 and 2006		F-4
Consolidated Statement of Changes in Shareholders’ Equity		F-5
Notes to Consolidated Financial Statements		F-6

Platinum Research Organization, L.P.
Independent Auditor’s Report		F-16
Consolidated Balance Sheets as of December 31, 2006 and 2005		F-17
Consolidated Statements of Operations for the Year Ended December 31, 2006 and the Periods From Inception through December 31, 2006 and 2005		F-18
Consolidated Statements of Partners’ Capital for the Period from Inception through December 31, 2006		F-19
Consolidated Statements of Cash Flows for the Year Ended December 31, 2006 and the Periods From Inception through December 31, 2006 and 2005		F-20
Notes to Consolidated Financial Statements		F-21

Platinum Research Organization, Inc. – Predecessor (formerly known as NorthTech Corporation)
Report of Independent Registered Public Accounting Firm		F-30
Balance Sheets as at December 31, 2006 and 2005		F-31
Statements of Operations for the years ended December 31, 2006 and 2006		F-32
Statements of Cash Flows for the years ended December 31, 2006 and 2005		F-33
Statement of Changes on Stockholders’ Equity for the year ended December 31, 2006		F-34
Notes to Financial Statements for the year ended December 31, 2006		F-35

F-1

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

U.S. Dollars

(Unaudited)

	Sep 30, 2007			Dec 31, 2006
Assets

Current Assets
Cash – unrestricted	$	2,395,623		$	211,778
Cash-Restricted	1,585,598			1,527,389
Total Cash	3,981,221			1,739,167
Accounts Receivable	3,738			3,301
Total Current Assets	3,984,959			1,742,468

Property, Plant and Equipment - net of accumulated depreciation	77,364			1,402

Other Assets
Loan Issuance Costs - Net of accumulated amortization	199,237			327,254
Intellectual Property - Net of accumulated amortization	3,538,926			3,698,207
Intellectual Property - non amortizable	193,483			133,490
Total Other Assets	3,931,646			4,158,951

Total Assets	$	7,993,969		$	5,902,821

Liabilities and Shareholders’ Equity

Current Liabilities
Accounts Payable	$	83,070		$	134,187
Accrued Interest	70,000			70,000
Preferred Dividend Payable	206,199			—
Total Current Liabilities	359,269			204,187

Long Term Debt	6,000,000			6,000,000
Long-Term Liability—Mandatorily Redeemable Preferred Stock	4,581,740			—

Shareholders’ Equity	(2,947,040		)	(301,366		)

Total Liabilities and Shareholders’ Equity	$	7,993,969		$	5,902,821

The accompanying notes are an integral part of these financial statements

F-2

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations

U.S. Dollars

(Unaudited)

							Incr/												For the Period From Date of Inception
																Incr/
	Three Months Ended									Nine Months Ended
	9/30/07			9/30/06			(Decr)			9/30/07			9/30/06			(Decr)			to 9/30/07

Sales	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Cost of Goods Sold	—			—			—			—			—			—			—
Gross Profit	—			—			—			—			—			—			—
Selling General and Administrative Expenses

Salaries	191,609			73,132			118,477			466,653			218,685			247,968			1,263,124
Travel	17,547			18,328			(781		)	86,787			68,932			17,855			310,452
Product Evaluation / Technical Support	156,570			31,375			125,195			265,546			104,125			161,421			653,472
Outside Legal and Professional Fees	250,921			89,163			161,758			777,042			233,458			543,584			1,707,007
Contribution Agreement Related Costs	—			—						339,783			—			339,783			339,783
Insurance	18,806			12,696			6,110			96,842			38,291			58,551			264,872
Rent	6,081			6,503			(422		)	29,364			17,342			12,022			101,789
Other	41,229			5,156			36,073			77,549			18,849			58,700			169,332
Total SG&A	682,763			236,353			446,410			2,139,566			699,682			1,439,884			4,809,831

Depreciation and Amortization	84,065			122,231			(38,166		)	329,420			365,671			(36,251		)	1,540,474

Other Income	62,046			27,998			34,048			150,076			99,791			50,285			416,618
Interest Expense	255,000			210,000			45,000			736,534			630,000			106,534			2,962,268

Net Loss Before Taxes	(959,782		)	(540,586		)	(419,196		)	(3,055,444		)	(1,595,562		)	(1,459,882		)	(8,895,955		)

Income Tax - Current	—			—			—			—			—			—			—
Income Tax - Deferred	—			—			—			—			—			—			—

Net Loss	$	(959,782	)	$	(540,586	)	$	(419,196	)	$	(3,055,444	)	$	(1,595,562	)	$	(1,459,882	)	$	(8,895,955	)

Dividends Declared on Preferred Stock	$	(112,500	)	—			$	(112,500	)	$	(206,200	)	—			$	(206,200	)	$	(206,200	)

Net Loss Attributed to Common Shareholders	$	(1,072,282	)	$	(540,586	)	$	(531,696	)	$	(3,261,644	)	$	(1,595,562	)	$	(1,666,082	)	$	(9,102,155	)

Weighted Average Number of Shares used in per share calculations - Basic	102,500,000			32,500,000			70,000,000			77,335,165			29,239,927			48,095,238			36,684,000

Loss per Common Share - Basic	$	(0.01	)	$	(0.02	)	$	0.01		$	(0.04	)	$	(0.05	)	$	0.01		$	(0.25	)

The accompanying notes are an integral part of these financial statements

F-3

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Cash Flows

U.S. Dollars

(Unaudited)

	Nine-Month Period Ended						Inception to
	9/30/2007			9/30/2006			9/30/2007

Cash Flow From Operating Activities
Net Loss for the Period	$	(3,055,444	)	$	(1,595,563	)	$	(8,895,955	)
Items not requiring Cash
Depreciation and Amortization	329,420			365,671			1,540,474
Option Expense	115,438			—			115,438
Interest Expense—Preferred Stock Discount	81,740			—			81,740
Changes in Assets and Liabilities
(Increase) / Decrease in Receivables	94			(937		)	(3,207		)
Increase / (Decrease) in Payables	(51,117		)	(4,049		)	83,071
Increase / (Decrease) in Accrued Interest	—			—			1,167,681
Net Cash Used in Operating Activities	(2,579,868		)	(1,234,877		)	(5,910,758		)

Cash Flow From Investing Activities
Purchases of Property, Plant and Equipment	(77,655		)	(715		)	(80,628		)
Investment in Intellectual Property	(100,423		)	(68,075		)	(347,052		)
Net Cash Used in Investing Activities	(178,078		)	(68,790		)	(427,680		)

Cash Flow From Financing Activities
Net Proceeds—Long Term Debt	—			—			5,550,000
Preferred Shares Issued for Cash	4,500,000			—			4,500,000
Funds Received From Previously Controlled Entity	500,000			—			500,000
Loan Costs/Other	—			(9,879		)	(230,341		)
Net Cash Generated From Financing Activities	5,000,000			(9,879		)	10,319,659

Increase (decrease) in cash and cash equivalents	2,242,054			(1,313,546		)	3,981,221

Cash and Cash Equivalents Beginning of Period	1,739,167			3,553,211			—

Cash and Cash Equivalents End of Period	$	3,981,221		$	2,239,665		$	3,981,221

Supplemental Disclosures:

Cash Paid During the Period for:
Interest	$	654,794		$	630,000		$	2,880,528
Income Tax	—			—			—

Non-Cash Items
Purchase of Intellectual Property Through the Assumption of Debt	—			—			$	4,475,789
Partners Capital Contribution Resulting from the Forgiveness of Debt	—			—			$	5,536,597
Preferred Dividends	$	206,200		—			$	206,200
Loan Costs Netted Against Proceeds of Loan	—			—			$	450,000

The accompanying notes are an integral part of these financial statements

F-4

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Changes in Shareholders’ Equity

U.S. Dollars

(Unaudited)

	Number Common Shares Issued		Number Preferred Shares Issued	Number of Warrants Issued	Capital Stock $		Preferred Stock $	Paid in Capital and Distributions $		Subscrip-tions Payable $		Warrants $	Deficit Accumulated $		Shareholders Equity $
Balance at April 28, 2004 – Date of Inception
Forgiveness of Debt (Note 11)								5,536,597							5,536,597
Capital Contributions								4,484							4,484
Distributions								(145	)						(145	)
Net Loss													(1,347,794	)	(1,347,794	)
Balance at December 31, 2004								5,540,936					(1,347,794	)	4,193,142
Capital Contributions								1,938							1,938
Distributions								(4,740	)						(4,740	)
Net Loss													(2,147,610	)	(2,147,610	)
Balance at December 31, 2005								5,538,134					(3,495,404	)	2,042,730
Capital Contributions								1,086							1,086
Distributions								(75	)						(75	)
Earnings Charge for options expense (Note 5)
Net Loss for period													(2,345,107	)	(2,345,107	)
Balance at December 31, 2006								5,539,145					(5,840,511	)	(301,366	)
Capital Contributions								268							268
Earnings Charge for options expense (Note 5)								36,359							36,359
Net Loss for period													(817,684	)	(817,684	)
Balance at March 31, 2007								5,575,772					(6,658,195	)	(1,082,423	)
Capital contributions cash								269							269
Shares Issued to PRO Transferors (Note 5)	55,000,000				55,000			(55,000	)
Preferred Equity raised (Note 5)			5,000,000
Warrants Issued to Investa/Pineda (Note 5)				2,500,000
Earnings charge for options expense (Note 6)								45,053							45,053
Preferred dividends payable (Note 5)										(93,700	)				(93,700	)
Net Loss for Period													(1,277,978	)	(1,277,978	)
Equity of PRO Inc. at 3/31/2007	42,500,000				42,500			435,097							477,597
Change in PRO Inc. Equity 3/31-4/18/2007 (Note 5)	(22,500,000	)			(22,500	)		44,904							22,404
Equity of PRO Inc. time of contribution agreement (Note 1)	20,000,000				20,000			480,001							500,001
Balance at June 30, 2007	75,000,000		5,000,000	2,500,000	75,000			6,046,095		(93,700	)		(7,936,173	)	(1,908,778	)
Capital Contributions								(6	)						(6	)
Preferred Dividend payable (Note 5)										(112,500	)				(112,500	)
Earnings charge for options expense (Note 6)								34,026							34,026
Net Loss for period													(959,782	)	(959,782	)
Balance at September 30, 2007	75,000,000		5,000,000	2,500,000	75,000			6,080,115		(206,200	)		(8,895,955	)	(2,947,040	)

The accompanying notes are an integral part of these financial statements

F-5

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

1. Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on May 13, 2005, under the name “NorthTech Corporation.” The Company was originally formed to develop, expand and market two web-based database programs for small business and community sports. The Company completed its initial public offering in March 2006, and subsequently abandoned its software development business. On April 13, 2007, the Company completed a merger with its wholly-owned subsidiary Platinum Research Organization, Inc. to reincorporate the Company in Delaware, and the name of the surviving Company became “Platinum Research Organization, Inc.” We acquired Platinum Research Organization L.P., a Texas limited partnership (“Platinum LP”), pursuant to a Contribution Agreement we entered into on October 26, 2006 (the “Contribution Agreement”), and Platinum LP became a wholly-owned subsidiary of the Company effective April 18, 2007 (Note 7). The Company no longer pursues software development, and the sole focus of our business is the development, manufacture and marketing of high-performance lubricants and coatings products.

As noted above, we acquired Platinum LP effective April 18, 2007. The transaction has been accounted for as a reverse acquisition application of the purchase method of accounting by the Company (formerly known as NorthTech), with Platinum LP treated as the accounting acquirer. Accordingly, the assets and liabilities of the Company (formerly known as NorthTech) have been recorded at their respective historical costs, and added to those of Platinum LP, and the reported results of operations of the Company will reflect historical results of operations of Platinum LP.

The closing of the Contribution Agreement resulted in our acquisition of Platinum LP and the appointment of a new slate of directors. As a result of our acquisition of Platinum LP, the Company’s new business focus is the design, development and commercialization of patented high-performance lubricants and coatings. The Company’s products will be marketed under the trade name TechroBond™ for automotive, aviation, industrial and consumer aftermarkets. TechroBond^TM is one of a series of product applications Platinum LP developed based on its patented processes and technologies relating to a fluorinated thiophosphate and a new technique to react zinc dialkyl dithiophosphate (“ZDDP”) and poly tetra fluroethylene to yield new proprietary compounds that enhance the anti-wear and extreme pressure capabilities of lubricants and coatings (individually and collectively, the “PRO Technology”). The resulting compounds have yielded significantly enhanced anti-wear and extreme pressure capabilities when measured in bench laboratory tests at the University of Texas at Arlington, and, more importantly, suggest that the PRO Technology may be a replacement for ZDDP in engine and lubricating oils. Management believes that this new technology will position the Company to penetrate several large, global markets for lubricants should the Company be successful in bringing its products that rely upon this new technology to market.

The Company is a development stage enterprise, as defined in Statements of Financial Accounting Standards (“SFAS”) No. 7. The Company is currently devoting all of its present efforts to commercialization of its products and technologies. Accordingly, no revenue has been realized to date.

The Company’s financial statements at September 30, 2007 and for the three- and nine-month periods then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a loss of $3,055,444 for the nine -month period ended September 30, 2007 and had cash of $3,981,221 at September 30, 2007.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy for the next seven to eight months. However, if the Company is unable to realize revenue from the commercialization of its products or is unable to raise additional capital in the future, management expects that the Company will need to seek additional capital on less favorable terms and/or pursue other remedial

F-6

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these financial statements.

Basis of presentation

The accompanying unaudited interim financial statements have been prepared as of September 30, 2007, and for the three and nine month periods ended September 30, 2007 and 2006 in accordance with accounting principles generally accepted in the United States of America (“GAAP”) relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

These interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements. These interim financial statements should be read in conjunction with the audited financial statements of the Company as at December 31, 2006, as contained in the Company’s Form 10-KSB filed with the Securities and Exchange Commission on March 23, 2007.

Principles of consolidation

The consolidated financial statements include the accounts of PRO, Inc., PRO, LP and PIP, LP, its wholly owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Intangible Assets

Amortizable Intellectual Property. For the nine-month period ended September 30, 2007, the Company had $3,538,926 in amortizable intellectual property that consisted principally of capitalized patent costs related to the Company’s five patents. The net balance at September 30, 2007 consisted of $4,592,484 in gross patent carrying costs and $1,053,558 of accumulated amortization. These patents are being amortized over their useful remaining life and have an average weighted amortization period of 15 years.

The estimated amortization for the next 5 years starting in 2008 is $463,657; $307,317; $307,317; $307,317; and $307,317, respectively.

Non-amortizable Intellectual Property. For the period ended September 30, 2007 the Company had $193,483 in non-amortizable intellectual property that consisted of capitalized Trademark costs and pending patent costs.

F-7

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

Financial instruments

The carrying value of cash, loans receivable, accounts payable and accrued liabilities, amounts due to related parties and convertible promissory notes payable approximates their fair value because of the short maturity of these instruments. Prior to April 2007, the Company’s operations were located in Canada, and virtually all of its assets and liabilities gave rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk was the risk that arose from fluctuations in foreign exchange rates and the degree of volatility of these rates. Subsequent to March 2007, the Company’s operations are located in the United States and foreign currency transactions are not prevalent. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Derivative financial instruments

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Research and Development

The Company’s research and development efforts are conducted primarily by the University of Texas at Arlington. Research and development expenditures consist primarily of researcher salaries and materials consumed in the testing and evaluation process. All such expenses are expensed as incurred. The Company’s research and development expenditures for the nine months ended September 30, 2007 were $200,401 compared to $104,125 for the same period in 2006. Research and development expenses are included in the Product Evaluation and Technical Support line item of Selling, General and Administrative expenses.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. 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. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. As of September 30, 2007 and September 30, 2006, the net deferred tax asset has been offset by a valuation allowance.

Basic and diluted net loss per share

The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

F-8

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

Comprehensive loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of September 30, 2007, the Company had no items that represented a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Segments of an enterprise and related information

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. SFAS 131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS 131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.

Start-up expenses

The Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up Activities”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of incorporation on May 13, 2005 to September 30, 2007.

Foreign currency translation

The Company’s functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Recent accounting pronouncements

In February 2007, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows the Company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. After reviewing SFAS 159 and 157, the company has elected not to measure financial assets and liabilities at fair value.

F-9

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). The Statement provides guidance for using fair value to measure assets and liabilities. The Statement also expands disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings. This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not expand the use of fair value measurements in any new circumstances. Under this Statement, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. SFAS 157 is effective for the Company for fair value measurements and disclosures made by the Company in its fiscal year beginning on January 1, 2008. After reviewing SFAS 159 and 157, the company has elected not to measure financial assets and liabilities at fair value.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140. SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. The adoption of SFAS No. 155 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In July 2006, the FASB issued FASB interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires that we recognize in the financial statements the impact of a tax position if that position more likely than not will be sustained on an audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition provisions. The transition adjustment recognized on the date of adoption is recorded as an adjustment to retained earnings as of the beginning of the adoption period. After reviewing FASB 48, the company does not believe that adoption of FASB 48 will have a material impact on the company’s financial statements.

Comparative figures

Certain comparative figures have been adjusted to conform to the current period’s presentation.

3. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

Long Term Liabilities

At December 31, 2007, the Company had 5,000,000 shares of Series A Preferred outstanding. The shares were issued at $0.90 per share. The Certificate of Designation for the Series A Preferred includes a mandatory redemption requirement on the maturity date of April 18, 2012 that requires the Company to redeem all of the outstanding shares of its Series A Preferred, to the extent that it has funds legally available at the time, and to the extent that the preferred shares have not been converted to common shares, at a redemption price of $1.08 per share. As a result of the mandatory conversion requirement and per SFAS 150, these Series A Preferred shares have been classified as a Long Term Liability. Additionally, the $0.18 per share discount (redemption price of $1.08 less issued price of $0.90) is being amortized over a five-year period beginning at April 18, 2007. The amortization of this discount totals $180,000 per year (5,000,000 shares x $0.18 premium / 5 years), or $45,000 per quarter, and is a non-cash item.

F-10

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

At September 30, 2007, the Company has recorded a Long Term Liability of $4,581,740 representing its obligation to recognize the mandatory redemption option requirement for the period from April 18, 2007 through September 30, 2007.

4. Long Term Debt

As of September 30, 2007, the Company had $6,000,000 in long term debt due under a note with the Seattle City Employees Retirement System (“SCERS”). The principal amount outstanding under this note bears interest at a fixed rate equal to 14% per annum, which will increase to 19% per annum following any event of default under the note. Accrued interest on the outstanding principal is payable on a quarterly basis, and all outstanding principal and interest is due and payable on February 28, 2011. As additional consideration for making the loan, SCERS will receive quarterly participation payments at the end of each fiscal quarter that are equal to the greater of (i) 5% of the Company’s gross revenues on a consolidated basis, or (ii) 20% of the Company’s consolidated net income, for such quarter. The participation payments will continue until SCERS is paid all of the principal and accrued interest under the note, plus an aggregate $6.0 million in participation payments. SCERS has received no participation payments through the quarter ended September 30, 2007. The note is secured by all of the assets of the Company.

5. Capital Stock

Authorized

As of September 30, 2007, the Company’s total authorized capital was 400,000,000 common shares, with a par value of $0.001 per common share, and 100,000,000 preferred shares, with a par value of $0.001 per preferred share.

In contemplation of the completion of the Contribution Agreement (see Note 7), a total of 5,000,000 authorized preferred shares were designated as Series “A” Preferred Stock (the “Series A Preferred Stock”), which are convertible into common shares of the Company at a rate of five common shares for each share of Series A Preferred Stock at any time by the holder or by the Company under certain conditions. The Series A Preferred Stock is also subject to mandatory conversion on the last day of any period of twenty consecutive trading days ending on or after the sale of the underlying shares of common stock are registered with the Securities and Exchange Commission in which the volume weighted average of the daily market price of the Company’s common stock equals or exceeds 200% of the adjusted conversion price of the Series A Preferred Stock.

The terms of the Series A Preferred Stock entitle the holder to annual cumulative dividends of $0.09 per share, payable quarterly at the discretion of the Company’s Board of Directors. The annual cumulative dividend will be reduced to $0.045 per share upon the Company entering into a commercial agreement(s) that increases the Company’s aggregate revenues to $40,000,000 per annum and to an annual $0.018 per share upon the Company recording net revenues equal to or greater than $1,000,000 per quarter.

The Series A Preferred Stock has a maturity date of five years from the date of closing of the Contribution Agreement
(see Note 7).

Issued and outstanding

Under the terms of the Contribution Agreement (please see Note 7 below), on April 18, 2007, the Company:

a) issued to the Pro Transferors, 55,000,000 unregistered shares of Company common stock;

b) issued to the Investors 5,000,000 shares of Series A Preferred Stock;

F-11

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

c) issued to Investa Corporation and Ms. Pineda 2,500,000 warrants to purchase shares of common stock at a price of $0.26 per share; and

d) cancelled 22,500,000 shares of Company common stock held by Ms. Pineda.

As of September 30, 2007, the Company’s total issued and outstanding capital stock consisted of 75,000,000 common shares, 5,000,000 shares of Series A Preferred Stock and warrants to acquire 2,500,000 common shares.

On February 8, 2007, the Company issued 10,000,000 common shares valued at a price of $0.05 per share upon the exercise of previously outstanding share purchase warrants issued March 30, 2006. As of September 30, 2007, no share purchase warrants in this series were outstanding.

On March 30, 2006, 10,000,000 Units (the “Units”) of the Company were issued for cash proceeds of $100,000. Each Unit consisted of one common share of the Company and one fifth of one purchase warrant share. Each full purchase warrant share entitled the holder to purchase an additional five common shares of the Company at a price of $0.25 per common share expiring March 30, 2009.

Warrants

The following is a summary of warrant activities during the nine-month period ended September 30, 2007:

	Number of warrants		Weighted average exercise price

Outstanding and exercisable at December 31, 2006	2,000,000		$	0.25

Exercised	(2,000,000	)	$	0.25

Outstanding and exercisable at March 31, 2007	—		—

Granted	2,500,000		$	0.26

Outstanding and exercisable at June 30, 2007	2,500,000		$	0.26

Outstanding and exercisable at September 30, 2007	2,500,000		$	0.26

The 2,000,000 warrants outstanding and exercisable at December 31, 2006 were exercised prior to the consummation of the Contribution Agreement on April 18, 2007 and are therefore not reflected in the Consolidated Statement of Changes in Shareholders’ Equity.

6. Equity

Effective January 1, 2006, the Company adopted SFAS No. 123R “Share Based Payment” under the modified prospective method described therein. Compensation expense recognized in the three- and nine-month periods ended September 30, 2006 and 2007 includes compensation expense for all stock-based payments granted, modified or vested since adoption of SFAS No. 123R based on the grant date fair value. Stock-based compensation expense recognized in the three- and nine-month periods ended September 30, 2007 was included in Selling, General and Administrative Expenses and totaled $34,026 and $115,438 respectively. No stock-based compensation was recognized in the three- and nine -month periods ended September 30, 2006.

F-12

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

Prior to the consummation of the transactions contemplated by the Contribution Agreement (see Note 7), Platinum LP had issued to key executive officers and consultants, options to acquire up to 18.685% of limited partner partnership interests in Platinum LP. Following the completion of the transactions contemplated in the Contribution Agreement (see Note 7), the Company issued options to acquire 23,292,184 shares of common stock to holders of the Platinum LP options, in substitution for, and following the cancellation of, the Platinum LP options. The substitution of the Company options for the Platinum LP options complied with Sections 409A and 424 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations proposed and issued thereunder. Accordingly, and in addition to the satisfaction of other requirements under these provisions, the ratio of the exercise price to the fair market value of the shares subject to the Company options issued in substitution of the Platinum LP options immediately following the consummation of the transactions contemplated by the Contribution Agreement was not greater than the ratio of the exercise price to the fair market value of the canceled Platinum LP options immediately prior to the transaction. Additionally, the excess of the fair market value of the Company options issued in substitution of the Platinum LP options over their respective strike prices did not exceed the fair market value of the Platinum options over their respective strike prices. The fair market value of the Platinum LP options was established by an independent appraisal by Empire Valuation Consultants, LLC, which was completed in August 2007.

On August 3, 2007, the independent members of the Company’s Board of Directors met and approved a proposal to cancel all of the outstanding employee stock options held by the Company’s Chief Financial Officer, Michael D. Newman, which were granted on April 18, 2007 at an exercise price of $1.35, and reissue 3,116,428 options at an exercise price of $0.78, which was the closing per share market price of the common stock on August 3, 2007.

7. Contribution Agreement

On October 26, 2006, the Company entered into a contribution agreement (the “Contribution Agreement”) with Platinum LP, Lubrication Partners, joint venture (“GP Transferor”) and sole shareholder of Platinum IP Management, Inc., the general partner of Platinum LP (“PRO GP”), each holding a limited partnership interest in Platinum LP (each, a “Limited Partner” and collectively, the “PRO Transferors”) and John T. (Cork) Jaeger as the representative of all PRO Transferors (the “PRO Transferor Representative”), and Steve Drayton as the representative (the “Investor Representative”) of all certain individuals who invested in the Company (other than the PRO Transferors) (the “Investors”) in a private placement completed in conjunction with the Contribution Agreement.

Under the terms of the Contribution Agreement, GP Transferor contributed to the Company all of the capital stock of PRO GP, each Limited Partner contributed to the Company all of the outstanding limited partner partnership interests of Platinum LP, and the Investors contributed to the Company an aggregate minimum cash amount of $4,500,000.

At the Company’s Special Meeting held on April 12, 2007, stockholders approved the completion of the proposed Contribution Agreement transaction with Platinum Research Organization, L.P. et al. The closing of the Contribution Agreement transaction became effective April 18, 2007.

Upon completion of the Contribution Agreement, the Company completed the following:

a) Issued to the PRO Transferors 55,000,000 unregistered shares of common stock of the Company;

b) Issued to the Investors 5,000,000 shares Series A Preferred Stock and 2,500,000 share purchase warrants (the “Warrants”). The Warrants were issued to the Investors on the closing date. Each Warrant is exercisable for one common share of the Company at an exercise price of $0.26 per share for a three-year period from date of closing; and

F-13

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

c) Entered into a bridge loan agreement (the “Loan Agreement”) with Platinum LP, pursuant to which the Company loaned Platinum LP $1,000,000 (the “Platinum LP Note”). The Platinum LP Note bore regular interest at an annual rate of 10% per annum, was due and payable six months from the date of issuance, and was secured by a second lien on all of the assets of Platinum LP. On January 17, 2007, the Company advanced $1,000,000 to Platinum LP under the terms of the Loan Agreement. The Loan Agreement was satisfied on the April 18, 2007 closing date upon the conversion of the promissory note evidencing the loan into shares of Series A Preferred Stock.

During the second quarter, the Company entered into an amending agreement whereby the Company assumed certain general security obligations upon closing of the Contribution Agreement.

8. Commitments

On June 20, 2007, the Company signed a five-year lease for new office space at a rate of approximately $60,000 per year, effective September 1, 2007 (see Note 9). The Company had previously leased office space from EFO Holdings, a related party to Lubrication Partners, L.P. and Lubrication Joint Venture, our two largest stockholders.

On July 3, 2007, the Company entered into a $60,000 standby letter of credit agreement with Crescent Real Estate Funding VIII LP as a condition of an office lease, also with Crescent Real Estate Funding VIII LP, entered into on June 20, 2007.

9. Subsequent Events

On October 12, 2007, the Compensation Committee of the Board of Directors of the Company approved Short-Term and Long-Term Incentive Plans for the Chief Executive Officer and the Senior Vice President & Chief Financial Officer of the Company. The material terms of such plans are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2007.

10. Earnings Per Share

Basic earnings per share are computed by dividing net earnings less dividends on Series A Preferred Stock by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed similarly to basic earnings per share, except the denominator is increased by including the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. This calculation is not done for periods in a loss position as this would be antidilutive.

	Three Months Ended						Nine Months Ended						For the Period from Date
	September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006			of Inception to 9/30/07
Numerator
Net Income (Loss)	$	(959,782	)	$	(540,586	)	$	(3,055,444	)	$	(1,595,562	)	$	(8,895,955	)
Dividends Declared on Preferred Stock	(112,500		)	—			(206,200		)	—			(206,200		)
Net Loss Attributable to Common Shareholders	(1,072,282		)	(540,586		)	(3,261,644		)	(1,595,562		)	(9,102,155		)

Denominator
Basic Weighted Average Shares Outstanding	102,500,000			32,500,000			77,335,165			29,239,927			36,684,000

Basic Earnings per Share	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.05	)	$	(0.25	)

F-14

Platinum Research Organization, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements - Unaudited

September 30, 2007

11. Debt Forgiveness

In April 2004, $5,536,597 of debt owed by Platinum LP to Lubrication Partners JV was forgiven in exchange for 100% equity interest in Platinum LP.

F-15

Independent Auditor’s Report

To the Partners

Platinum Research Organization, L.P. and Subsidiary

We have audited the accompanying consolidated balance sheets of Platinum Research Organization, L.P. and Subsidiary (A Development Stage Company) as of December 31, 2006 and 2005 and the related consolidated statements of operations, partners’ capital (deficit) and cash flows for the years then ended, and the cumulative amounts from April 28, 2004 (date of inception) through December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Platinum Research and Development Organization, L.P. and Subsidiary as of December 31, 2006 and 2005, and the results of their operations, and cash flows for the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The consolidating information is presented for purposes of additional analysis of the basic consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies. The consolidating information has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.

/s/ Lane Gorman Trubitt, L.L.P.

Dallas, Texas

March 9, 2007

F-16

Platinum Research Organization L.P. and Subsidiary

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31,

	2006			2005
ASSETS
CURRENT ASSETS
Cash	$	211,778		$	2,090,273
Restricted cash	1,527,389			1,462,938
Accounts receivable	303			303
Accounts receivable - related parties	2,998			1,692
Total current assets	1,742,468			3,555,206

PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	1,402			1,329

OTHER ASSETS
Loan issuance costs, net of accumulated amortization	327,254			497,943
Intellectual property, net of accumulated amortization	3,698,207			3,901,691
Non-amortizable intellectual property	133,490			160,859
Total other assets	4,158,951			4,560,493

Total Assets	$	5,902,821		$	8,117,028

LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES
Accounts payable - trade	$	134,187		$	4,298
Accrued interest	70,000			70,000
Total current liabilities	204,187			74,298

LONG-TERM DEBT	6,000,000			6,000,000

COMMITMENTS AND CONTINGENCIES	—			—

PARTNERS’ CAPITAL	(301,366		)	2,042,730

Total Liabilities and Partners’ Capital	$	5,902,821		$	8,117,028

The accompanying notes are an integral part of these consolidated financial statements.

F-17

Platinum Research Organization L.P. and Subsidiary

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

			Period from April 28, 2004		Period from April 28, 2004
			(date of inception)		(date of inception)
	Year ended		through		Through
	December 31, 2006		December 31, 2005		December 31, 2006

Net sales	$	—	$	—	$	—
Cost of sales	—		—		—

Gross profit	—		—		—

Operating expenses
Interest	840,000		840,000		2,225,734
Research and development	137,261		125,657		387,926
General and administrative	1,491,986		1,317,697		3,493,393
	2,469,247		2,283,354

Our Company

Terms of the Offering

Risks Related to The Company’s Common Stock and This Offering

FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

LEGAL PROCEEDINGS

MANAGEMENT

EXECUTIVE COMPENSATION

Summary Compensation Table

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

Delaware Anti-Takeover Law and Certain Charter and Bylaw Provisions

DESCRIPTION OF BUSINESS

DESCRIPTION OF PROPERTY

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

Platinum Research Organization, Inc. S-1/A