UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number: 000-51553

PLATINUM ENERGY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		14-1928384
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11490 Westheimer Road, Suite 1000 Houston, Texas (Address of principal executive offices)		77077 (Zip Code)

(281) 649-4500

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be posted pursuant to Rule 405 of Regulation S-T (S 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes o ¨ No o ¨

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

Large Accelerated Filer ¨ Accelerated Filer o ¨ Non-Accelerated Filer ¨ o(Do ~~Smaller~~not check if a smaller reporting company x)

Smaller reporting company x

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

As of ~~November~~ 8June 13, ~~2010~~2011, 22,606,476 of the registrant’s common stock, par value $0.0001 per share, were outstanding.

PLATINUM ENERGY RESOURCES, INC. ~~AND SUBSIDIARIES~~

~~Table of~~INDEX ~~Contents~~TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
PART I- FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4T.	Controls and Procedures	28
PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Removed and Reserved	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		31

(UNAUDITED)

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4T.	Controls and Procedures	38

PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
Signatures		41

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2010			December 31, 2009
	March 31, 2011			December 31, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,~~395~~453,~~820~~011		$	21,~~941~~307,~~939~~745
Restricted cash		~~466~~448,~~761~~851			-466,761
Accounts receivable, net of $608,065 and $224,392 allowance for doubtful accounts as of September 30, 2010 and December 31, 2009
Accounts receivable, net of $562,745 allowance for doubtful accounts at March 31, 2011 and December 31, 2010
Oil and gas sales		12,~~620~~038,~~391~~693			2,~~079~~087,~~201~~914
Service		2,119,554			2,632,735
Due from joint interest partner		169,168			660,638
Joint interest billings		557,730			328,811
Inventory		80,603			91,588
Inventory		399,451			410,791
Fair value of commodity derivatives - current		57,200			269,400
Fair value of commodity derivatives - current		650,200			3,595,144
Prepaid expenses and other current assets		41,007			28,602
Prepaid expenses and other current assets		345,984			610,989
Assets held for sale – discontinued operations		3,367,722			3,455,241
Total Current Assets		8,555,891			12,599,610
Total current assets		8,656,255			8,367,889
NON-CURRENT ASSETS
Property and equipment, at cost
Oil and gas properties, full cost method		~~208~~210,~~369~~052,~~020~~708			~~208~~209,~~291~~896,~~206~~996
Other property and equipment		5,600,171			5,565,746
Land		2,700,000			2,700,000
Less accumulated depreciation, depletion, amortization and impairment		(171,528,333	)		(167,973,630	)
Equipment		3,937,486			3,939,986
Property and equipment, net		42,440,858			45,883,322
Less accumulated depreciation, depletion, amortization and impairment		(172,934,986	)		(171,806,199	)
Other assets
Property and equipment, net		43,755,208			44,730,783
Fair value of commodity derivatives		159,600			3,190,294
Total assets	$	52,411,463		$	53,098,672
Real estate held for development		2,700,000			2,700,000
Total Assets	$	53,856,349		$	64,373,226
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade	$	1,830,477		$	2,154,188
Oil and gas sales		1,259,398			920,818
Unearned service revenues		855,706			1,525,356
Accrued liabilities and other		1,810,061			2,508,579
Income taxes payable		301,948			328,324
Current portion of asset retirement obligation		801,915			812,670
Current portion of related party debt		5,149,305			-
Current maturities of long-term debt, capital lease obligations and notes payable		4,716,073			17,802,925
Total Current Liabilities		16,724,883			26,052,860
Long-term debt and capital lease obligations, net of current portion		65,341			111,315
Notes payable - acquisitions		3,613,088			3,422,433
Other accrued liabilities		100,511			119,735
Asset retirement obligation		6,426,558			6,426,424
Total Liabilities		26,930,381			36,132,767
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 1,000,000 authorized, 0 issued		-			-
Common stock, $0.0001 par value; 75,000,000 shares authorized; 24,068,675 issued and 22,606,476 and 22,070,762 outstanding at September 30, 2010, and December 31, 2009, respectively		2,407			2,407
Additional paid-in capital		152,133,318			155,175,771
Accumulated deficit		(113,747,702	)		(111,276,255	)
Treasury stock – 1,462,199 and 1,997,913 shares, respectively, at cost		(11,462,055	)		(15,661,464	)
Total Stockholders' Equity		26,925,968			28,240,459
Total Liabilities and Stockholders' Equity	$	53,856,349		$	64,373,226

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

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~SHEETS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	March 31, 2011			December 31, 2010
	2010			2009			2010			2009
LIABILITIES AND STOCKHOLDERS' EQUITY
Revenues
CURRENT LIABILITIES, not subject to compromise
Oil and gas sales	$	4,383,505		$	4,703,985		$	14,953,967		$	12,483,989
Accounts payable - trade	$	771,761		$	1,736,534
Service revenues		4,428,304			4,766,841			13,167,291			14,774,555
Accounts payable - oil and gas sales		1,050,497			820,620
Total revenues		8,811,809			9,470,826			28,121,258			27,258,544
Accrued liabilities and other		2,277,508			2,102,439
Costs and expenses
Income taxes payable		165,363			132,690
Lease and other operating expense		3,128,093			2,159,876			8,400,207			7,093,775
Current portion of asset retirement obligation		828,357			923,751
Cost of service revenues		4,051,762			4,149,891			12,590,604			13,764,777
Current maturities of long-term debt – related party		5,414,775			-
Marketing, general and administrative expense		2,128,997			1,788,802			4,752,731			6,337,261
Current liabilities related to assets held for sale – discontinued operations, not subject to compromise		2,367,563			2,330,397
Depreciation, depletion and amortization expense		1,021,576			1,683,510			3,554,703			5,479,819
Total current liabilities, not subject to compromise		12,875,824			8,046,431
Accretion of asset retirement obligations		127,365			80,475			483,712			240,022
NON-CURRENT LIABILITIES, not subject to compromise
Total costs and expenses		10,457,793			9,862,554			29,781,957			32,915,654
Long-term debt and notes payable, less current maturities		3,746,057			3,678,972
Loss from operations		(1,645,984	)		(391,728	)		(1,660,699	)		(5,657,110	)
Long-term debt, less current maturities – related party		-			5,316,510
Other income (expense)
Asset retirement obligation, less current portion		6,677,751			6,613,534
Interest income		3,914			4,201			62,939			8,515
Noncurrent liabilities related to assets held for sale – discontinued operations, not subject to compromise		45,556			81,588
Interest expense		(236,304	)		(353,231	)		(748,491	)		(983,848	)
Total liabilities, not subject to compromise		23,345,188			23,737,035
Commodity derivatives – realized and unrealized gains (losses)		(1,860,220	)		950,947			78,756			(6,927,447	)
LIABILITIES SUBJECT TO COMPROMISE, RELATED TO ASSETS HELD FOR SALE – DISCONTINUED OPERATIONS		5,099,307			5,098,455
Foreign currency exchange loss		(166,609	)		-			(166,609	)		-
COMMITMENTS AND CONTINGENCIES		-			-
Other		-			3,208			-			5,761
STOCKHOLDERS' EQUITY
Total other income (expense)		(2,259,219	)		605,125			(773,405	)		(7,897,019	)
Preferred stock, $0.0001 par value, 1,000,000 authorized, 0 issued		-			-
Income (loss) before income taxes		(3,905,203	)		213,397			(2,434,104	)		(13,554,129	)
Common stock, $0.0001 par value; 75,000,000 shares authorized; 24,068,675 shares issued and 22,606,476 shares outstanding at March 31, 2011 and December 31, 2010		2,407			2,407
Provision (benefit) for income taxes		12,422			89,086			37,343			(4,700,360	)
Additional paid-in capital		152,152,899			152,134,327
Net income (loss)	$	(3,917,625	)	$	124,311		$	(2,471,447	)	$	(8,853,769	)
Accumulated deficit		(116,726,283	)		(116,411,497	)
Income (loss) per common share:
Treasury stock, at cost - 1,462,199 shares at March 31, 2011 and December 31, 2010		(11,462,055	)		(11,462,055	)
Basic and diluted	$	(0.17	)	$	0.01		$	(0.11	)	$	(0.40	)
Total stockholders' equity		23,966,968			24,263,182
Weighted average common shares outstanding:
Total liabilities and stockholders' equity	$	52,411,463		$	53,098,672
Basic and diluted		22,606,476			22,070,762			22,520,071			22,070,762

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

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

(UNAUDITED)

	Nine Months Ended
	Three Months Ended March 31,
	September 30,
	2011			2010
	2010			2009
Oil and gas sales	$	5,718,849		$	6,056,196
Cash Flows From Operating Activities
Costs and expenses
Net loss	$	(2,471,447	)	$	(8,853,769	)
Lease and other operating expense		2,752,359			2,290,867
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Marketing, general and administrative expense		1,292,701			1,503,360
Bad debt expense		383,673			45,000
Depreciation, depletion and amortization expense		1,122,787			1,293,476
Depreciation, depletion and amortization of property, plant and equipment		3,554,703			4,816,381
Accretion of abandonment obligations		134,041			356,347
Accretion of asset retirement obligation		483,712			240,022
Total costs and expenses		5,301,888			5,444,050
Accretion of debt discount		190,655			177,361
Operating income		416,961			612,146
Amortization of intangible assets/write-off of bank loan fees		-			663,438
Other income (expenses)
Stock-based compensation		58,741			38,656
Interest income		2,300			49,735
Deferred income taxes		-			(4,743,945	)
Interest expense		(67,131	)		(210,525	)
Commodity derivatives – realized and unrealized (gains) losses		(78,756	)		7,020,107
Interest expense – related party		(113,133	)		-
Foreign currency exchange loss		166,609			-
Realized and unrealized loss on commodity derivatives, net		(212,244	)		(1,305,806	)
Changes in operating assets and liabilities:
Foreign currency exchange loss		(98,265	)		-
Accounts receivable – Oil and gas		434,326			(374,130	)
Total other income (expenses)		(488,473	)		(1,466,596	)
Accounts receivable – Service		129,508			1,620,451
Loss before income taxes and discontinued operations		(71,512	)		(854,450	)
Accounts receivable – Joint interest billings		(228,919	)		267,701
Income tax expense (benefit)		(8,267	)		-
Inventory		11,340			25,686
Loss before discontinued operations		(63,245)			(854,450	)
Prepaid expenses and other current assets		265,005			249,544
Loss from discontinued operations		(251,541	)		(98,322	)
Accounts payable – Trade		(323,711	)		(1,273,818	)
Net loss	$	(314,786	)	$	(952,772	)
Accounts payable – Oil and gas		(5,694	)		(128,807	)
LOSS PER COMMON SHARE (BASIC AND DILUTED):
Accrued liabilities, unearned service revenues and other		(289,177	)		(762,185	)
Loss from continuing operations, net of tax	$	(0.00	)	$	(0.04	)
Income taxes payable		(26,376	)		67,110
Loss from discontinued operations, net of tax		(0.01	)		(0.00	)
Net cash provided by (used in) operating activities		2,254,192			(905,197	)
Net loss per common share	$	(0.01	)	$	(0.04	)
Cash Flows From Investing Activities
Weighted average shares outstanding (basic and diluted)		22,606,476			22,338,619
Purchases of property and equipment		(262,298	)		(1,550,261	)
Change in restricted cash		(466,761	)		-
Cash received on settlement of derivative contracts		6,078,878			1,165,930
Net cash provided by (used in) investing activities		5,349,819			(384,331	)
Cash Flows From Financing Activities
Proceeds of revolving credit facility		-			1,000,000
Payments on long-term debt and capital leases		(8,150,130	)		(1,094,129	)
Net cash used in financing activities		(8,150,130	)		(94,129	)
Net Increase (Decrease) in Cash and Cash Equivalents		(546,119	)		(1,383,657	)
Cash and Cash Equivalents - Beginning of the Period		2,941,939			3,668,092
Cash and Cash Equivalents - End of Period	$	2,395,820		$	2,284,435
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	581,542		$	752,272
Income taxes		—			70,000
Non-Cash Investing and Financing Activities
Issuance of treasury stock to settle accrued liability	$	1,098,215		$	—
Asset retirement cost and obligation	$	151,000		$	40,269

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

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

September 30, 2010

(UNAUDITED)

Note 1 – Organization, Business and Operations

	Three Months Ended March 31,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(314,786	)	$	(952,772	)
Loss from discontinued operations		251,541			98,322
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		1,122,787			1,293,476
Accretion of asset retirement obligation		134,041			356,347
Stock-based compensation		18,572			-
Amortization of debt discount		67,085			62,407
Realized and unrealized loss on commodity derivatives, net		212,200			1,305,806
Foreign currency exchange loss		98,265			-
Changes in operating assets and liabilities:
Accounts receivable – oil and gas sales		49,221			(513,366	)
Accounts receivable – due from joint interest partner		491,470			(196,340	)
Inventory		10,985			(28,366	)
Prepaid expenses and other current assets		(12,405	)		87,297
Accounts payable – trade and oil and gas sales		(734,896	)		404,480
Accrued liabilities and other		175,069			172,392
Income taxes payable		32,673			(51,707	)
Cash provided by operating activities – continuing operations		1,601,822			2,037,977
Cash provided by operating activities – discontinued operations		(109,499)			490,451
Cash provided by operating activities		1,492,323			2,528,428

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(312,430	)		(51,608	)
Cash received (paid) on settlement of derivatives		-			473,306
Increase in restricted cash		17,910			-
Cash funded to Maverick		(162,036	)		(240,571	)
Cash provided by (used in) investing activities – continuing operations		(456,556	)		181,127
Cash used in investing activities – discontinued operations		-			-
Cash provided by (used in) investing activities		(456,556	)		181,127

~~Platinum Energy~~The ~~Resources,~~accompanying ~~Inc.~~notes ~~and~~are ~~subsidiaries~~an ~~(the~~integral ~~“Company”~~part orof ~~“Platinum”)~~these ~~considers itself~~consolidated tofinancial ~~be in two lines of business:~~statements.

(i) The oil and gas division, which has approximately 37,000 acres under lease in relatively long-lived fields with well-established production histories. The Company’s properties are concentrated primarily in the Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico and the Fort Worth Basin in Texas; and

(ii) The engineering and construction services division, which services primarily three types of clients: (1) upstream oil and gas, domestic oil and gas producers and pipeline companies; (2) industrial, petrochemical and refining plants; and (3) infrastructure, private and public sectors, including state municipalities, cities, and port authorities. Maverick Engineering, Inc. (Maverick) operates out of facilities headquartered in Houston, Texas and operates primarily in Texas.

Note 2 – Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred significant losses, resulting in cumulative losses of $113,747,702 through September 30, 2010. At September 30, 2010, the Senior Credit Facility balance was approximately $5.15 million. The Company’s current cash on hand of $2,395,820 is not adequate to satisfy the debt. Also, the Company has negative working capital of $8,168,992. Currently the Company is looking at various ways of correcting these issues, including exploring joint venture opportunities as well as a thorough analysis of our specific assets for potential divestiture. Further the Company has assets and liabilities that could be affected by unfavorable outcomes of litigation in progress. See Litigation Note 16 for a full discussion of litigation.

As a result of the above discussed conditions, there exists substantial doubt about our ability to continue as a going concern. Management believes that we will be able to extend the related party debt and be victorious in the various litigations discussed in Note 16. However, until we have a better understanding of the outcome of the pending litigation, a going concern exists. Our consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Note 3 – Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2010 and for the three and nine months then ended have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the annual audited consolidated financial statements. The unaudited interim consolidated balance sheet as of September 30, 2010, unaudited interim consolidated statements of operations for the three and nine months ended September 30, 2010 and 2009, and the unaudited interim consolidated statements of cash flows for the nine months ended September 30, 2010 and 2009 include all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2010 are not necessarily indicative of results to be expected for the year ending December 31, 2010 or for any future interim periods. The notes to the consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the SEC.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS (continued)

September 30, 2010

(UNAUDITED)

Note 4 – Summary of Significant Accounting Policies

	Three Months Ended March 31,
	2011			2010

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt		-			(20,015	)
Cash used in financing activities – continuing operations		-			(20,015	)
Cash used in financing activities – discontinued operations		(32,699	)		(33,243	)
Cash used in financing activities		(32,699	)		(53,258	)

Net increase in cash		1,003,068			2,656,297
Less (add): net decrease (increase) in cash – discontinued operations		(142,198)			(457,208	)
Net increase in cash – continuing operations		1,145,266			2,199,089

Cash and cash equivalents - beginning of the period		1,307,745			2,035,635
Cash and cash equivalents - end of the period	$	2,453,011		$	4,234,724

SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	53,688		$	147,920

NONCASH TRANSACTIONS:
Issuance of treasury stock to settle accrued liability	$	-		$	1,098,215

~~Estimates and~~The ~~Assumptions~~accompanying notes are an integral part of these consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves and production, abandonment obligations, impairment of oil and natural gas properties (if any), depreciation, depletion and amortization, income taxes, bad debts, derivatives, contingencies and litigation.

Cash and Cash Equivalents

Restricted Cash

Restricted cash is related to the collateral for letters of credit for regulatory permits for the Company’s oil and gas division. In prior periods, the Company used its Senior Credit Facility with Bank of Texas to collateralize its letters of credits with the various permitting agencies.

Allowance for Doubtful Accounts

The Company’s reported balance of accounts receivable, net of allowance for doubtful accounts, represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of the receivables and knowledge of the individual customers. When the analyses indicate, management increases or decreases the allowance accordingly. If the financial condition of our customers were to deteriorate, additional allowances may be required. The Company increased its allowance for doubtful accounts by $383,673 during the three-month period ended September 30, 2010 due to changes in the potential collectibility of certain receivables in our engineering segment.

Foreign Currency

Foreign currency transaction gains and losses are included in the statements of operations in accordance with ASC 830.

Oil and Gas Properties

The Company uses the full cost method of accounting for exploration and development activities. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as oil and gas properties. This includes any internal costs that are directly related to exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country. The Company has defined a cost center by country. Currently, all of the Company’s oil and gas properties are located within the continental United States.

Properties and equipment may include costs that are excluded from costs being depreciated or amortized. Oil and gas costs excluded represent investments in unproved properties and major development projects in which the Company owns a direct interest. These unproved property costs include nonproducing leasehold, geological and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. All costs excluded are reviewed at least quarterly to determine if impairment has occurred.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~Under~~Note ~~the full~~1 cost method of accounting, a ceiling test is performed quarterly. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test determines a limit on the carrying value of oil and gas properties. The capitalized costs of proved oil and gas properties, net of accumulated— ~~depreciation~~Organization, ~~depletion,~~Nature amortization, and impairment and the related deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, excluding future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, using average prices for the preceding 12 months applied on a non-escalated basis and including the effect of ~~derivative~~ ~~instruments~~Operations ~~that qualify as cash flow hedges, if any, discounted at 10%, net of related tax effects, plus the cost of unevaluated properties~~ and ~~major~~ ~~development~~Bankruptcy projects excluded from the costs being amortized. If capitalized costs exceed this limit, the excess is charged to expense and reflected as additional accumulated depreciation, depletion, amortization and impairment.Proceedings

~~Depletion is~~Platinum ~~provided~~Energy ~~using~~Resources, ~~the~~Inc. ~~unit-of-production~~(which ~~method~~we ~~based~~refer ~~upon~~to ~~estimates~~as of“we,” ~~proved oil~~“us,” ~~and~~“Platinum” ~~natural~~or ~~gas~~the ~~reserves~~“Company”) ~~with~~is an independent oil and ~~natural~~ gas production ~~being~~company. ~~converted to~~Platinum aEnergy ~~common~~Resources, ~~unit of measure based upon their relative energy content~~Inc. ~~Investments~~ inis ~~unproved~~a ~~properties~~holding company and ~~major~~all ~~development~~operations ~~projects~~ are ~~not amortized~~conducted ~~until~~by ~~proved~~its ~~reserves~~subsidiaries, ~~associated~~which ~~with~~include ~~the~~Platinum ~~projects~~Energy ~~can~~Resources beGulf ~~determined or~~Coast, ~~until impairment occurs~~Inc., IfTandem ~~the~~Energy ~~results~~Corporation, ofMixon ~~an assessment indicate that the properties are impaired~~Drilling, ~~the amount of the impairment is deducted from the capitalized costs to be amortized~~Inc., ~~Once~~Red ~~the~~Iron ~~assessment~~Tool ~~of unproved properties is complete and when major development projects are evaluated~~Company, ~~the costs previously excluded from amortization are transferred to the full cost pool and amortization begins~~Inc., ~~The amortizable base includes estimated future development costs~~ and ~~where~~Maverick ~~significant~~Engineering, ~~dismantlement, restoration and abandonment costs, net of estimated salvage value~~Inc.

~~Contingencies~~During November 2010 and in conjunction with Maverick Engineering, Inc. (“Maverick”) seeking reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), Platinum determined it would sell, or otherwise dispose of, its entire ownership interest in Maverick and discontinue its engineering services operating segment. Since that time, the Company’s continuing operations include operations from only one business line - independent oil and gas production, through which the Company conducts oil and natural gas development, acquisition, and production. The Company and Maverick are currently developing the reorganization plan and intend to submit the reorganization plan for confirmation prior to the extended due date of July 23, 2011. Additional information related to our discontinued operations can be found in Note 4.

~~Certain conditions~~Note ~~may~~2 ~~exist~~— Basis as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.Presentation

IfThe ~~the assessment~~accompanying unaudited interim consolidated financial statements as of aMarch 31, ~~contingency~~2011 ~~indicates~~and ~~that~~2010 itand isfor ~~probable~~the ~~that~~three amonths ~~material~~then ~~loss has~~ended have been ~~incurred~~prepared ~~and~~in accordance with accounting principles generally accepted in the ~~amount~~United States of America for interim financial information and pursuant to the ~~liability~~instructions ~~can~~to beForm ~~estimated,~~10-Q ~~then~~and Article 8 of Regulation S-X of the ~~estimated~~ ~~liability~~Securities ~~would~~and beExchange ~~accrued~~Commission in(“SEC”) and on the ~~Company’s~~same basis as the annual audited consolidated financial statements. If The consolidated financial statements as of and for the ~~assessment~~three ~~indicates~~months ~~that~~ended aMarch 31, ~~potentially~~2011 ~~material~~and ~~loss~~2010 ~~contingency~~are isunaudited. ~~not probable~~In the opinion of management, ~~but~~these isfinancial ~~reasonably~~statements ~~possible~~include all adjustments, orwhich, isunless ~~probable~~otherwise ~~but~~disclosed, ~~cannot~~are beof ~~estimated~~a normal recurring nature, ~~then~~ necessary for a fair presentation of the ~~nature~~financial position, results of operations, and cash flows for the ~~contingent~~periods ~~liability~~presented. The results for interim periods are not necessarily indicative of results for the entire year. The consolidated balance sheet at December 31, ~~together~~2010 ~~with~~has anbeen ~~estimate~~derived from audited consolidated financial statements; however, the notes to the consolidated financial statements do not include all of the ~~range~~ information and notes required by accounting principles generally accepted in the United States of ~~possible~~America ~~loss~~for ifcomplete ~~determinable~~consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and ~~material~~notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~would~~2010 ~~be disclosed~~as filed with the SEC.

~~Loss contingencies~~The ~~considered~~consolidated ~~remote~~financial ~~are~~statements ~~generally~~include ~~not~~the ~~disclosed~~accounts ~~unless~~of ~~they~~the ~~involve guarantees,~~Company inand ~~which~~its ~~case~~wholly-owned ~~the~~subsidiaries. ~~nature~~All ofmaterial ~~the~~intercompany ~~guarantee~~balances ~~would~~and ~~be disclosed~~transactions have been eliminated.

~~Subsequent Events~~Note 3 — Summary of Significant Accounting Policies

~~Management evaluated~~Accounting ~~subsequent~~for ~~events through the date at which the financial statements were issued. Management determined that~~Reorganization, ~~except~~Assets asHeld ~~disclosed~~For ~~herein,~~Sale ~~no such~~and ~~events~~Discontinued ~~have occurred that would require adjustment to or disclosure in the financial statements.~~Operations

~~Reclassifications~~The consolidated financial statements have been prepared in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852-10-45, Reorganizations - Other Presentation Matters (“ASC 852”). ASC 852 does not change the application of GAAP in the preparation of the Company’s financial statements. However, for periods including and subsequent to the filing of a Chapter 11 petition, ASC 852 does require that the financial statements distinguish transactions and events that are directly associated with the reorganization from those that are associated with the ongoing operations of the business.

Certain reclassifications have been made to prior year information to conform to the current period presentation.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued additional disclosure requirements related to fair value measurements. The guidance requires disclosure of transfers of assets and liabilities between Level 1 and Level 2 in the fair value measurements hierarchy, including the reasons for the transfers and disclosure of major purchases, sales, issuances, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for the Level 3 reconciliation disclosures, which are effective for interim and annual periods beginning after December 15, 2010. We adopted the provisions for the quarter ended March 31, 2010, except for the Level 3 reconciliation disclosures, which we will adopt for the quarter ending March 31, 2011. We do not expect adoption of the Level 3 reconciliation disclosures in 2011 to have a material impact on our financial position or results of operations.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~Accounting standards~~Note ~~that~~3 ~~have~~— ~~been~~Summary ~~issued~~of orSignificant ~~proposed~~Accounting byPolicies ~~the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.~~(continued)

~~Note 5~~Due –to ~~Oil~~the Company’s decision to discontinue the engineering services line of business and ~~Gas~~sell, ~~Properties~~or otherwise dispose of, its ownership of Maverick, the Company’s consolidated financial statements have also been prepared in accordance with ASC Topic 205-20, Discontinued Operations, and ASC Topic 360-10-45, Other Presentation Matters. Assets held for sale were $3,367,722 and $3,455,241 as of March 31, 2011 and December 31, 2010, respectively. Assets held for sale include all assets of Maverick.

~~The following~~In ~~table~~accordance ~~sets~~with ~~forth~~ASC 852, Maverick (i) separated liabilities that are subject to compromise from liabilities that are not subject to compromise and (ii) distinguished transactions and events that were directly associated with the ~~Company~~reorganization from those that are associated with the ongoing operations of the business. Maverick’s ~~costs~~liabilities ~~incurred~~subject into ~~oil~~compromise and ~~gas~~liabilities ~~property acquisition,~~not ~~exploration~~subject ~~and~~to ~~development~~compromised ~~activities~~are ~~for~~presented ~~the~~separately, ~~nine~~as ~~months~~liabilities ~~ended September~~related ~~30,~~to ~~2010~~assets ~~(stated~~held for sale, in ~~thousands):~~the Company’s consolidated financial statements.

Balance at January 1, 2010	$	208,291
Acquisition of properties:
Proved		—
Unproved		—
Exploration Costs		—
Revision to asset retirement obligation		(151	)
Development costs		229
Balance at September 30, 2010	$	208,369

Expenses incurred and settlement impacts due to the Chapter 11 cases are reported separately as reorganization expenses, net on Maverick’s Statements of Operations. For the three months ended March 31, 2011, reorganization expenses were $76,309 and consisted solely of legal fees. Interest expense related to pre-petition indebtedness has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases, is permitted by Bankruptcy Court approval or is expected to be an allowed claim.

The ~~following~~ ~~table~~pre-petition ~~sets~~liabilities ~~forth~~subject to compromise, including claims that become known after a petition is filed, are reported on the ~~Company~~basis of the expected amount of the allowed claims, as opposed to the amounts for which those allowed claims may be settled. These expected allowed claims require management of Maverick to estimate the likely claim amount that will be allowed by the Bankruptcy Court prior to its ruling on the individual claims. These estimates are based on reviews of claimants’s ~~capitalized~~supporting ~~costs~~material, ~~relating~~obligations to ~~oil~~mitigate such claims, and ~~gas~~ ~~producing~~assessments ~~activities~~by atmanagement ~~September~~and 30third-party advisors. The Company expects that its estimates, ~~2010~~although ~~and~~based ~~December~~on 31the best available information, ~~2009~~will ~~(stated~~change ~~in thousands):~~as the claims are resolved by the Bankruptcy Court.

	September 30, 2010			December 31, 2009
Properties subject to depletion, depreciation and amortization	$	208,369		$	208,291
Properties not subject to depletion, depreciation and amortization		-			-
		208,369			208,291
Accumulated depletion and impairment		(167,880	)		(164,497	)
Net capitalized costs	$	40,489		$	43,794

Use of Estimates

~~Note 6~~The –preparation ~~Derivative~~of ~~Financial~~financial ~~Instruments~~statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves, abandonment obligations, impairment of oil and natural gas properties, depreciation, depletion and amortization, income taxes, bad debts, the value of commodity derivatives, contingencies and litigation.

~~The Company~~Oil ~~engages~~and innatural ~~price~~gas ~~risk~~reserve ~~management~~estimates, ~~activities~~which ~~from~~are ~~time~~the ~~to time. We~~basis ~~utilize~~for ~~derivative instruments, consisting~~ unit-of-production ~~swaps,~~depletion ~~floors~~ and ~~collars,~~the tofull ~~attempt~~cost toceiling ~~reduce~~test, ~~our~~have ~~exposure~~a tonumber ~~changes~~of ininherent ~~commodity prices~~uncertainties. ~~All~~ ~~derivative~~The ~~instruments~~accuracy ~~are~~of ~~recognized~~any asreserve ~~assets~~estimate oris ~~liabilities~~a infunction ~~the balance~~of ~~sheet, measured at fair value. The accounting for changes in~~ the ~~fair value~~quality of aavailable ~~derivative~~data ~~depends~~and onof ~~both~~engineering ~~the~~and ~~intended~~geological ~~purpose~~interpretation and ~~the~~judgment. ~~formal designation~~Results of ~~the~~drilling, ~~derivative.~~testing, ~~Designation~~and isproduction ~~established~~subsequent atto the ~~inception~~date of ~~a derivative, but subsequent changes to~~ the ~~designation~~estimate ~~are~~may ~~permitted.~~justify Werevision ~~have elected not to designate any~~ of ~~our~~such ~~derivative financial contracts as accounting hedges~~estimate. ~~Changes~~Accordingly, inreserve ~~fair~~estimates ~~value of derivative instruments which~~ are ~~not~~often ~~designated as~~different ~~cash~~from ~~flow~~the ~~hedges~~quantities ~~are~~of ~~recorded~~oil inand ~~other~~natural ~~income~~gas ~~(expense)~~that asare ~~Commodity derivatives~~ultimately ~~- realized and unrealized gains and losses~~recovered. ~~The~~In ~~obligations~~addition, ~~under the~~reserve ~~derivatives~~estimates ~~contracts~~ are ~~collateralized~~vulnerable byto ~~the~~changes ~~same~~in ~~assets~~prices ~~that collateralize~~of ~~the~~crude ~~Senior~~oil ~~Credit Facility,~~ and ~~the~~natural ~~contracts~~gas. ~~are~~Such ~~cross-defaulted to~~prices ~~the~~have ~~Senior~~been ~~Credit~~volatile ~~Facility. Substantially~~in ~~all of~~ the ~~derivative financial~~past ~~instruments~~and ~~are~~can ~~collateral~~be ~~for~~expected ~~the~~to ~~Senior~~be ~~Credit~~volatile ~~Facility further described~~ in ~~Note~~the 10future.

While the use of these arrangements may limit the Company's ability to benefit from increases in the price of oil and natural gas, it is also intended to reduce the Company's potential exposure to significant price declines. These derivative transactions are generally placed with major financial institutions that the Company believes are financially stable; however, in light of the recent global financial crisis, there can be no assurance of the foregoing.

For the three months ended September 30, 2010 and 2009, the Company included in other income (expense) realized and unrealized gains (losses) related to its derivative contracts as follows (stated in thousands):

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

	Three Months Ended September 30, 2010			Three Months Ended September 30, 2009
Crude oil derivatives gains (losses)
Realized	$	3,470		$	93
Unrealized		(5,330	)		858
	$	(1,860	)	$	951

Note 3 — Summary of Significant Accounting Policies (continued)

~~For~~Cash ~~the nine months ended September 30, 2010~~ and ~~2009,~~Cash ~~the Company included in other income (expense) realized and unrealized gains (losses) related to its derivative contracts as follows (stated in thousands):~~Equivalents

	Nine Months Ended September 30, 2010			Nine Months Ended September 30, 2009
Crude oil derivatives gains (losses)
Realized	$	4,252		$	1,259
Unrealized		(4,173	)		(8,186	)
	$	79		$	(6,927	)

Cash and cash equivalents include demand deposits and money market funds for purposes of the statements of cash flows. The Company considers all highly liquid monetary instruments with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010 through December 31, 2012 all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000 per depositor until December 31, 2013. At March 31, 2011, the Company had $1,528,724 in cash deposits in excess of FDIC insured limits.

InRestricted June 2010, the Company liquidated six put contracts at $85 per barrel and an additional five put contracts at $80 per barrel for net cash proceeds of $1.16 million. These put contracts had settlement dates through December 2010. During September 2010, the Company liquidated 31 swap contracts valued from $95.00 to $95.50 per barrel. These swap contracts had settlement dates through December 2013. The net proceeds to the Company was $3.5 million. The Company received an additional $2.5 million during the nine months ended September 30, 2010 attributable to contracts that settled in the normal course of business. Presented below is a summary of the Company’s crude oil derivative financial contracts at September 30, 2010:Cash

Period Ended September 30,	Instrument Type	Total Volumes (BBL)		Contract Price		Fair Value Asset (stated in thousands)
2011	Puts		20,000		75.00	$	17
	Puts		120,000		80.00		633
2012	Puts		20,000		80.00		160
	Total					$	810

At March 31, 2011 and the Company had $448,851 of restricted cash compared to $466,761 at December 31, 2010. Restricted cash is classified as a current asset. The restricted cash serves as collateral for letters of credit. No letter of credit has a maturity greater than one year, although certain of them can be renewed for another year. The cash is held in custody by the issuing bank, is restricted as to withdrawal or use and is currently invested in money market funds. Income from these funds is paid to the Company.

~~Note 7~~Accounts –Receivable ~~Fair~~and ~~Value~~Allowance ~~Measurements~~for Doubtful Accounts

~~As defined~~Accounts inreceivable ~~ASC~~are ~~820,~~stated ~~fair~~at ~~value~~the ishistorical ~~the~~carrying ~~price~~amount ~~that~~net ~~would~~of bewrite-offs ~~received~~and toallowance ~~sell~~for ~~an asset~~uncollectible oraccounts. ~~paid~~The tocarrying ~~transfer~~amount aof ~~liability~~the inCompany’s anaccounts ~~orderly~~receivable ~~transaction~~approximates ~~between~~fair ~~market participants~~value atbecause of the ~~measurement~~short-term ~~date~~nature ~~(exit~~of ~~price)~~the instruments. InThe ~~determining~~Company routinely assesses the ~~fair~~collectability ~~value~~ of ~~its~~all ~~derivative~~material ~~contracts,~~trade and other receivables. The Company’s oil and gas receivables consist primarily of receivables from purchasers of the Company’s ~~evaluates~~oil ~~its~~and ~~counterparty~~gas and ~~third party~~from ~~service~~joint ~~provider~~interest ~~valuations~~owners ~~and~~on ~~adjusts~~properties ~~for~~the ~~credit~~Company ~~risk~~operates. Joint interest receivables are recorded when ~~appropriate. ASC~~ ~~820~~the ~~establishes~~Company aincurs ~~framework~~expenses ~~for~~on ~~measuring~~behalf ~~fair~~of ~~value~~the ~~and expands~~non-operator ~~disclosure~~interest ~~about~~owners ~~fair~~in ~~value~~the ~~measurements.~~properties the Company operates. The ~~statement~~Company ~~requires~~may ~~fair value~~have ~~measurements~~the beability ~~classified~~to ~~and~~withhold ~~disclosed~~future inrevenue ~~one~~disbursements to recover any non-payment of ~~the~~these ~~following categories:~~joint interest billings.

~~Level~~The 1:Company’s ~~Unadjusted~~reported ~~quoted~~balance ~~prices~~of inaccounts ~~active~~receivable, ~~markets~~net of allowance for doubtful accounts, represents management’s estimate of the amount that ~~are~~ultimately ~~accessible~~will atbe realized in cash. The Company reviews the ~~measurement~~adequacy ~~date~~of the allowance for ~~identical~~doubtful accounts on an ongoing basis, ~~unrestricted~~using ~~assets~~historical orpayment ~~liabilities.~~trends, ~~The~~the ~~Company~~age ~~considers~~of ~~active~~the ~~markets~~receivables asand ~~those~~knowledge inof ~~which~~the ~~transactions~~individual ~~for~~customers or joint interest owners. When the ~~assets~~analysis indicates, management increases or ~~liabilities~~decreases ~~occur~~the inallowance ~~sufficient~~accordingly. However, ~~frequency~~if ~~and~~the ~~volume~~financial condition of our customers were to ~~provide~~deteriorate, ~~pricing~~additional ~~information~~allowances onmay anbe ~~ongoing~~required. ~~basis~~The Company did not change its allowance for doubtful accounts during the quarter ended March 31, 2011.

Inventories

Inventories consist principally of tubular goods and equipment and are valued at lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. Periodically, obsolescence reviews are performed for slow-moving inventory and reserves are established based on current assessment of future usage. At March 31, 2011 and December 31, 2010, no reserve for obsolescence was required.

Oil and Gas Properties

The Company uses the full-cost method of accounting for its development activities. Under this method of accounting, the cost of both successful and unsuccessful development activities is capitalized as oil and gas property and equipment. Proceeds from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country, in which case a gain or loss would be recognized in the statement of operations. The Company has defined a cost center by country. Currently, all of the Company’s oil and gas properties are located within the continental United States, its sole cost center.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~Level~~Note 2:3 ~~Quoted~~— ~~prices~~Summary ~~in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term~~ of ~~the~~Significant ~~asset~~Accounting orPolicies liability. This category includes those derivative instruments that are valued using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.(continued)

~~Level~~Oil 3:and ~~Measured~~gas ~~based~~properties onmay ~~prices~~include orcosts ~~valuation~~that ~~models~~are ~~that~~excluded ~~require~~from ~~inputs~~costs ~~that~~being ~~are~~depleted. ~~both~~Oil ~~significant~~and togas ~~the~~costs ~~fair~~excluded ~~value~~represent ~~measurement~~investments ~~and~~in ~~less~~unproved ~~observable~~properties ~~from~~and ~~objective~~major ~~sources~~development ~~(i.e.,~~projects ~~supported~~in bywhich ~~little~~the orCompany noowns ~~market~~a ~~activity)~~direct interest. ~~Level~~These 3unproved ~~instruments~~property ~~can~~costs include ~~derivative~~nonproducing ~~instruments~~leasehold, ~~where~~geological ~~the~~and ~~Company~~geophysical ~~does~~costs ~~not~~associated ~~have~~with ~~sufficient~~leasehold ~~corroborating~~or ~~market~~drilling ~~evidence~~interests ofand ~~significant~~in ~~inputs~~process todevelopment ~~the~~drilling ~~valuation~~costs. ~~model~~All costs excluded are reviewed at least quarterly to ~~support~~determine ~~classifying~~if ~~these~~impairment ~~instruments~~has asoccurred. The ~~Level~~Company 1did not exclude any costs at March 31, 2011 or ~~Level~~December 231, 2010.

~~Financial assets~~Proved ~~and~~Oil liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and ~~may~~Gas ~~affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.~~Reserves

~~The following~~In ~~table~~accordance ~~presents~~with ~~information~~Rule ~~about~~4-10 ~~the~~of ~~Company’s~~SEC ~~assets~~Regulation S-X, proved oil and ~~liabilities that~~gas reserves are ~~measured~~the atestimated ~~fair~~quantities ~~value~~of oncrude aoil, ~~recurring~~natural ~~basis~~gas asand ofnatural ~~September~~gas ~~30,~~liquids ~~2010,~~ which geological and ~~indicates~~engineering ~~the~~data ~~fair~~demonstrate ~~value~~with ~~hierarchy~~reasonable ofcertainty ~~the~~to ~~valuation~~be ~~techniques~~recoverable ~~utilized~~in ~~by the~~future ~~Company~~years tofrom ~~determine~~known ~~such~~reservoirs ~~fair~~under ~~value~~existing economic and operating conditions. The ~~fair~~price ~~value~~used ~~of derivative~~to ~~financial~~establish ~~instruments~~economic recoverability is ~~determined~~the ~~based~~average onprice ~~counterparties’ valuation~~during ~~models~~the ~~that~~12-month ~~utilize~~period ~~market~~preceding the end of the entity's fiscal year and calculated as the un-~~corroborated~~weighted ~~inputs~~arithmetic average of the first-day-of-the-month price for each month within such 12-month period.

As of September 30, 2010
(in thousands)
	Level 1		Level 2		Level 3		Total
Commodity derivatives – oil and gas	$	—	$	810	$	—	$	810

Ceiling Test

~~The determination~~Under the full cost method of ~~the~~accounting, ~~fair~~a ~~values~~ceiling ~~above~~test ~~incorporates~~is ~~various~~performed ~~factors~~quarterly. ~~required under~~The ~~ASC~~full ~~815~~cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. ~~These~~The ~~factors~~ceiling ~~include~~test determines a limit on the ~~impact~~carrying value of ~~our~~oil ~~nonperformance~~and ~~risk~~gas properties. The capitalized costs of proved oil and gas properties, net of accumulated depreciation, depletion, amortization, and impairment and the ~~credit~~related ~~standing~~deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, excluding future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, generally using current prices (with consideration of price changes only to the ~~counterparties~~extent ~~involved~~provided inby contractual arrangements) as of the ~~Company’s~~date of the latest balance sheet presented and including the effect of derivative ~~contracts~~ instruments that qualify as cash flow hedges, discounted at 10%, net of related tax effects, plus the cost of unevaluated properties and major development projects excluded from the costs being amortized. If capitalized costs exceed this limit, the excess is charged to expense and reflected as additional accumulated depreciation, depletion, amortization and impairment. In the application of the full cost method, the term “current price” means the average price during the 12-month period prior to the end of the current period, determined as the un-weighted arithmetical average of the prices on the first day of each month within the 12-month period.

~~Gains~~In ~~and losses~~accordance ~~(realized~~with ~~and~~SEC ~~unrealized)~~Staff ~~included~~Accounting inBulletin ~~earnings~~("SAB") ~~for~~No. 103, ~~the~~Update ~~three~~of ~~and~~Codification ~~nine months~~of ~~ended~~Staff ~~September~~Accounting 30Bulletins, ~~2010~~derivative ~~and~~instruments ~~2009~~qualifying as cash flow hedges are ~~reported~~to be included in ~~other~~the ~~income~~computation onof the ~~consolidated~~ ~~statement~~limitation ofon ~~operations~~capitalized costs. The Company has not accounted for its derivative contracts as cash flow hedges.

~~During~~The ~~periods~~ceiling oftest ~~market~~performed ~~disruption, including~~at ~~periods~~March ~~of volatile oil and natural gas prices~~31, ~~rapid credit contraction or illiquidity~~2011, itindicated ~~may~~no beimpairment ~~difficult to value certain~~ of the Company’s ~~derivative~~oil ~~instruments if trading becomes less frequent~~ and~~/or~~ ~~market data~~gas ~~becomes~~properties ~~less~~was ~~observable~~required. There may be certain asset classes that were in active markets with observable data that become illiquid due to the current financial environment. In such cases, derivative instruments may fall to Level 3 and thus require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation, as well as valuation methods which are more sophisticated or require greater estimation, thereby resulting in valuations with less certainty. Further, rapidly changing commodity and unprecedented credit and equity market conditions could materially impact the valuation of derivative instruments as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.

~~Cash and cash equivalents~~Depletion, ~~receivables,~~Depreciation ~~accounts payable~~ and accrued liabilities were each estimated to have a fair value approximating the carrying amount due to the short maturity of those instruments. Indebtedness under the Company’s Senior Credit Facility and loans related to the acquisition of Maverick were estimated to have a fair value approximating the carrying amount since the interest rate is generally market sensitive, or in the case of the Senior Credit Facility, the maturity date is in the near future.Amortization

Depletion, depreciation and amortization is provided using the unit-of-production method based upon estimates of proved oil and natural gas reserves with oil and natural gas production being converted to a common unit of measure based upon their relative energy content. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment (ceiling test) indicate that the proved properties are impaired, the amount of the impairment is deducted from the capitalized costs to be amortized. Once the assessment of unproved properties is complete and when major development projects are evaluated, the costs previously excluded from amortization are transferred to the full cost pool and amortization begins. The amortizable base includes estimated future development costs and where significant, dismantlement, restoration and abandonment costs, net of estimated salvage value.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

Note 83 –— ~~Commitments~~Summary ~~and Contingencies~~ of Significant Accounting Policies (continued)

~~Lance Duncan~~In ~~Consulting~~arriving ~~Agreement~~at rates under the unit-of-production method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expense. There have been no material changes in the methodology used by the Company in calculating depletion of oil and gas properties under the full cost method during the three months ended March 31, 2011 and 2010.

~~Effective with~~Asset ~~the~~Retirement ~~Tandem~~Obligation acquisition on October 26, 2007, the Company entered into a consulting agreement with Mr. Lance Duncan for consulting services, including investigation and evaluation of possible future acquisitions for the Company. Under the terms of the consulting agreement, the Company agreed to issue to Mr. Duncan a total of 714,286 shares of the Company’s restricted common stock as consideration over the period of service. These shares were fixed in number (~~except for stock splits or other recapitalizations~~“ARO”)~~. These shares were to be issued in semi-annual installments over the eighteen month term of the agreement beginning with the closing of the Tandem acquisition.~~

~~On October~~The ~~26,~~Company ~~2007,~~recognizes ~~the~~a ~~first~~liability ~~installment~~for ofthe ~~178,572~~present value of ~~irrevocable~~all ~~shares~~legal ~~was issued~~obligations toassociated ~~Mr.~~with ~~Duncan. These~~the ~~shares~~retirement ~~were~~of ~~valued at $1~~tangible,~~250,000~~ ~~which was~~long-lived ~~charged~~assets toand ~~operations~~capitalizes ~~during~~an ~~the~~equal ~~year~~amount ~~ended~~as ~~December~~a ~~31, 2007. The~~cost ~~Company~~of ~~was required to issue~~ the ~~remaining 535,714 shares of its common stock in 2008~~asset. The ~~Company~~cost ~~did~~of ~~not issue these shares due to a dispute between~~ the ~~Company~~abandonment ~~and~~obligations, ~~Mr.~~less ~~Duncan. In~~estimated ~~February~~salvage ~~2010~~values, ~~all~~is ~~claims between~~included ~~the~~in ~~Company and Mr. Duncan were resolved and~~ the ~~balance~~computation of ~~the~~depreciation, ~~shares was~~depletion ~~distributed~~and ~~accordingly~~amortization. ~~See Note 15.~~

~~Note~~Property 9and –Equipment, ~~Related~~other ~~Party~~than ~~Transaction~~ Oil and Gas Properties

~~On September~~Property 1,and ~~2010~~equipment are carried at cost, Aless accumulated depreciation.R. Depreciation ~~Development~~expense ~~Corporation~~($68,787 ~~purchased~~for the ~~Senior~~three ~~Credit Facility~~months ended March 31, 2011 and ~~all~~$31,978 ~~rights~~for tothe three months ended March 31, 2010) is computed using the ~~security~~straight-line ~~from~~method ~~Bank~~over ofthe ~~Texas.~~estimated ~~Our~~useful ~~CEO~~lives ranging from 3 to 15 years, Alexcept ~~Rahmani~~for land, is ~~the~~which ~~owner~~is ofnot Adepreciated.R. ~~Development~~Property ~~Corporation.~~and ~~See~~equipment ~~Note~~held 10for sale is not depreciated while it is classified as held for sale.

~~Note 10 –~~Renewals ~~Long-Term~~and ~~Debt~~improvements that significantly extend the useful lives of the assets are capitalized. Capitalized leased assets and ~~Capital~~leasehold ~~Lease~~improvements ~~Obligations~~are depreciated over the shorter of their useful lives or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related disposals are credited or charged to operations.

~~The following~~Impairment ~~table~~of ~~sets~~Long ~~forth~~Lived ~~the~~Assets, ~~Company’s~~other ~~long-term~~than ~~debt~~Oil ~~position as of September 30, 2010~~ and ~~December~~Gas ~~31, 2009 (stated in thousands):~~Properties

		September30, 2010		December 31, 2009
Oil and gas revolving line of credit	(a)	$	-	$	13,029
Related party loan - $CDN denominated	(a)		5,149		-
Notes payable - acquisitions	(b)		3,613		3,422
Revolving line of credit to former shareholders – Maverick	(c)(f)		2,917		2,917
Term note to former shareholders - Maverick	(d)(f)		252		252
Second term note to former shareholders - Maverick	(e)(f)		1,404		1,404
Capital lease obligations			208		312
		$	13,543	$	21,336
Less: Current maturities			9,865		17,802
Long-term debt		$	3,678	$	3,534

The Company reviews its long-lived assets that have finite lives for impairment in accordance with ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), which requires that companies evaluate the fair value of long-lived assets based on the anticipated undiscounted future cash flows to be generated by the assets when indicators of impairment exist to determine if there is impairment to the carrying value. There have been no triggering events in the three months ended March 31, 2011 and 2010.

~~(a) On~~Derivative ~~March 14,~~Financial 2008, Tandem and PER Gulf Coast, Inc. (“Borrower”) which are wholly-owned subsidiaries of the Company, entered into a Senior Secured Revolving Credit Facility (“Senior Credit Facility”) with Bank of Texas. The Senior Credit Facility provided for a revolving credit facility up to the lesser of the borrowing base and $100 million. The initial borrowing base was set at $35 million. The facility is collateralized by substantially all of the Company’s proved oil & gas assets as well as substantially all of the derivative financial instruments discussed in Note 6. The Senior Credit Facility was originally to mature on March 14, 2012, at which time all outstanding borrowings would have to be repaid.Investments

~~Under~~From ~~the terms~~time ofto time, the ~~Senior~~Company ~~Credit~~may ~~Facility~~utilize derivative instruments, ~~the~~consisting ~~Borrower~~of ~~must~~puts, ~~maintain~~calls, ~~certain financial~~swaps, ~~ratios~~and price collars, ~~must~~to ~~repay~~attempt ~~any~~to ~~amounts~~reduce ~~due~~its exposure to changes in ~~excess~~commodity ofprices. ~~the~~The ~~borrowing~~Company ~~base~~accounts for its derivatives in accordance with ASC Topic 815, Derivatives and ~~may~~Hedging ~~not~~(“ASC ~~declare~~815”), ~~any~~which ~~dividends~~requires orthat ~~enter~~all ~~into~~derivative ~~any~~instruments ~~transactions~~be ~~resulting~~recognized inas ~~a change~~assets or liabilities in ~~control~~the balance sheet, ~~without~~measured ~~the~~at ~~bank’s~~fair ~~consent~~value. A ~~financial~~The ~~covenant~~accounting ~~under~~ for changes in the ~~Senior~~fair ~~Credit~~value ~~Facility~~of ~~requires~~a usderivative todepends ~~maintain~~on aboth ~~ratio~~the ofintended ~~indebtedness~~purpose ~~to cash~~and ~~flow~~the formal designation of nothe ~~more~~derivative. ~~than~~Designation 3is toestablished 1at the inception of a derivative. The Company, ashas ~~the~~elected ~~parent~~not ~~company,~~to isdesignate ~~not~~any ~~a co-borrower~~of orits ~~guarantor~~derivative offinancial ~~the~~contracts ~~line,~~as accounting hedges and, ~~transfers~~accordingly, ~~from~~has ~~the Borrower~~accounted tofor ~~the~~these ~~parent~~derivative ~~company~~financial ~~are~~contracts ~~limited~~using mark-to-market ~~(i)~~accounting. $1Changes ~~million~~in ~~per~~fair ~~fiscal~~value ~~year~~of ~~to the~~derivative ~~parent~~instruments ~~for~~which ~~management~~are ~~fees,~~not ~~and~~designated ~~(ii)~~cash ~~the~~flow ~~repayment~~hedges ofare uprecorded toin $2other ~~million~~income ~~per fiscal~~(expense) ~~year~~as inrealized ~~subordinate~~and ~~indebtedness~~unrealized ~~owed~~(gain) tolloss ~~the~~on ~~parent~~commodity derivatives.

Revenue Recognition and Gas Balancing

Sales of natural gas, natural gas liquids and oil, net of any royalties, are recognized when natural gas, natural gas liquids and oil have been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. The Company sells natural gas, natural gas liquids and oil on a monthly basis. Virtually all of our contracts’ pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the natural gas, natural gas liquid or oil, and prevailing supply and demand conditions, so that the price of the natural gas, natural gas liquid and oil fluctuates to remain competitive with other available natural gas, natural gas liquid and oil supplies.

~~PLATINUM ENERGY~~The ~~RESOURCES,~~Company ~~INC~~has elected the entitlements method to account for gas production imbalances. ~~AND~~Gas ~~SUBSIDIARIES~~imbalances occur when we sell more or less than our entitled ownership percentage of total gas production. Any amount received in excess of our share is treated as a liability. If we receive less than our entitled share the underproduction is recorded as a receivable. The Company did not have any significant gas imbalance positions at March 31, 2011 or 2010.

~~NOTES~~Stock-Based ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Compensation

~~September 30~~The Company accounts for stock-based compensation in accordance with ASC Topic 718, ~~2010~~Compensation—Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share based payment (“SBP”) awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. Under the codification, SBP awards are measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and results in a charge to operations.

~~(UNAUDITED)~~At March 31, 2011, the Company had 21,000 options to purchase shares of its common stock outstanding with a weighted average exercise price of $1.39, of which 3,800 options were exercisable with a weighted average exercise price of $2.60. No options were granted, exercised or forfeited during the three months ended March 31, 2011. Outstanding and exercisable options had $9,880 intrinsic value at March 31, 2011.

InNon-Employee ~~June 2009,~~Stock ~~the~~Based borrowing base was reduced to $15 million and the Senior Credit Facility was amended to change the interest rate provisions. Under the amended loan agreement, outstanding debt incurred interest at LIBOR, plus a margin, which varied according to the ratio of the Borrower’s outstanding borrowings against the defined borrowing base, ranging from 2.5% to 3.5%, provided the interest rate did not fall below a floor rate of 4.5% per annum. In addition, the Borrower was obligated to the bank for a monthly fee of any unused portion of the line of credit at the rate of 0.50% per annum. The maturity date was also modified to June 1, 2010.Compensation

InThe ~~May 2010,~~Company ~~the~~accounts ~~Company~~for ~~paid~~equity ~~down~~instruments ~~$1.5~~issued ~~million~~to onnon-employees in accordance with the ~~Senior~~provisions ~~Credit~~of ~~Facility. In June~~ASC ~~2010~~Topic 505-50, ~~the~~Equity-Based ~~Company~~Payments ~~paid~~to ~~down~~Non-Employees (“ASC an505”) ~~additional~~and $2Emerging ~~million~~Issues onTask ~~the~~Force ~~Senior~~(“EITF”) ~~Credit Facility~~Issue ~~utilizing~~No. 96-18, ~~cash~~Accounting onfor ~~hand~~Equity ~~and~~Instruments ~~the~~That ~~proceeds~~Are ~~from~~Issued ~~the~~to ~~liquidation~~Other ofThan ~~certain derivative~~Employees ~~contracts~~for asAcquiring, ~~further~~or ~~described~~ in ~~Note~~Conjunction ~~6. The~~with ~~Borrower~~Selling, ~~did~~Goods ~~not repay~~or ~~the~~Services, ~~amounts~~which ~~due~~requires ~~under~~that ~~the~~such ~~Senior~~equity ~~Credit~~instruments ~~Facility~~be recorded at their fair value on ~~June~~the ~~1, 2010~~measurement date.

On August 6, 2010, with an effective date of June 1, 2010, the Company and the Bank of Texas executed an amendment to the Senior Credit Facility. The Amendment (1) granted the Company an extension on the maturity date of the loan to September 1, 2010, (2) reduced the Borrowing Base under the Senior Credit Facility to approximately $9.5 million, (3) required the Company to reduce the then outstanding balance of $9.5 million under the Senior Credit Facility by $1 million, (4) waived certain events of default of the Borrower through the period ended May 31, 2010, and (5) increased the interest rate floor to a rate of not less than 5% per annum. The Company paid a fee of $40,000 to the Bank of Texas in connection with the waivers and the extension in the maturity date and $36,846 in interest. Additionally, on August 6, 2010, the Company used cash on hand to pay down $1 million on the Senior Credit Facility, reducing the Bank of Texas loan balance to approximately $8.5 million. On August 30, 2010, the Company liquidated its swap derivatives for $3,527,455 as further described in Note 6 and used those proceeds to pay down the Credit Facility to a balance of $4.98 million.Contingencies

~~On September~~Certain 1,conditions ~~2010,~~may ~~A.R.~~exist ~~Development~~as ~~Corporation~~of the date the financial statements are issued, which may result in a ~~company~~loss ~~owned~~to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and ~~controlled by~~its ~~our~~legal ~~CEO~~counsel assess such contingent liabilities, ~~purchased~~and ~~the~~such ~~Senior~~assessment ~~Credit~~inherently ~~Facility~~involves ~~and~~an ~~all~~exercise ~~rights~~of judgment. In assessing loss contingencies related to legal proceedings that are pending against the ~~ancillary security~~Company ~~from~~or ~~Bank~~unasserted ofclaims ~~Texas.~~that Atmay result in such proceedings, the ~~time~~Company’s oflegal counsel evaluates the ~~purchase~~perceived merits of any legal proceedings or unasserted claims, as well as the ~~balance~~perceived onmerits of the ~~Senior~~ ~~Credit~~amount ~~Facility~~of ~~was~~relief ~~$4.98~~sought ~~million~~or expected to be sought therein.

~~The modified~~If ~~Senior~~the ~~Credit~~assessment ~~Facility~~of ~~provides~~a ~~for~~loss ancontingency ~~initial~~indicates ~~loan~~that ~~period~~it ofis probable that a ~~fixed term~~loss has been incurred and the amount of ~~six~~the ~~months~~liability ~~from~~can ~~September~~be 1reasonably estimated, ~~2010~~then ~~and~~the ~~carries~~estimated anliability ~~interest~~is ~~rate~~accrued ofin ~~5.5% per~~the ~~annum~~Company’s ~~for~~financial statements. If the ~~first~~assessment ~~two~~indicates ~~months~~that ~~ending~~a ~~November~~potentially 1,material ~~2010.~~loss ~~Thereafter~~contingency is not probable, ~~for~~but ~~the next~~is ~~two~~reasonably ~~months~~possible, ~~the~~or ~~interest~~is ~~will~~probable but cannot be 6%estimated, ~~per~~then ~~annum~~the ~~until~~nature ~~January~~of 1,the ~~2011~~contingent liability, ~~followed~~ bytogether with an ~~interest~~estimate ~~rate~~of the range of ~~6.5%~~possible ~~per~~loss, ~~annum~~if ~~until~~determinable ~~March~~and 1material, ~~2011~~would be disclosed. ~~Additionally,~~ ~~there~~Loss ~~was~~contingencies aconsidered ~~$40~~remote are generally not disclosed unless they involve guarantees,~~000~~ ~~fee~~in ~~paid~~which tocase A.the Rnature of the guarantee would be disclosed. ~~Development Corporation~~The Company expenses legal costs associated with contingencies as incurred.

~~The~~Environmental modified Senior Credit Facility is denoted in Canadian dollars; therefore, the Company recognized a currency loss of $166,730 in September 2010. The modified Senior Credit Facility was valued at $5,149,305 at September 30, 2010 due to this currency loss.Expenditures

The Company ~~may~~is ~~pay~~subject ~~off~~to ~~part~~extensive orfederal, state and local environmental laws and regulations. These laws regulate the ~~whole~~discharge ~~loan~~of ~~during~~materials into the ~~period~~environment and may require the ~~interest rate~~Company ~~will~~to beremove ~~applied~~or tomitigate the ~~outstanding~~environmental ~~amount~~effects of the ~~loan.~~disposal Itor ~~was~~release ~~also understood~~of ~~that~~petroleum ~~the~~or ~~Senior~~chemical ~~Credit~~substances ~~Facility~~at ~~would~~various nosites. ~~longer~~Environmental beexpenditures aare ~~revolving~~expensed ~~note and~~or ~~therefore~~capitalized nodepending ~~new~~on ~~advances~~their ~~will~~future beeconomic ~~made~~benefit. ~~under~~Expenditures ~~the~~that ~~Senior~~relate ~~Credit Facility~~ to ~~the~~ ~~Company.~~an ~~The~~existing ~~Senior~~condition ~~Credit~~caused ~~Facility~~by ~~remains~~past ~~collateralized~~operations byand ~~substantially all~~that ofhave ~~the~~no ~~Company’s~~future ~~oil~~economic ~~and~~benefits ~~gas~~are ~~assets~~expensed.

AsLiabilities for expenditures of ~~September~~ ~~30,~~a ~~2010~~non-capital nature are recorded when environmental assessment and/or remediation is probable, and the $5costs can be reasonably estimated.~~149~~ ~~million~~Such ~~outstanding~~liabilities ~~under~~are generally undiscounted unless the ~~note was bearing~~timing ~~interest~~of cash payments for the liability or component is fixed or reliably determinable. No such liabilities existed or were recorded at 5March 31, 2011 or December 31, 2010.~~5%.~~

~~(b) Maverick~~Income - As part of the acquisition of Maverick, the Company agreed to pay $5 million over 5 years pursuant to non-interest bearing cash flow notes, subject to certain escrows, holdbacks and post-closing adjustments (“Cash Flow Notes”). The Cash Flow Notes are payable quarterly at the rate of 50% of pre-tax net income generated by the Maverick business on a stand-alone basis in the preceding quarter. At the five year anniversary of the Cash Flow Notes, if the aggregate quarterly payments made pursuant to the formula described in the preceding sentence are less than $5 million, any shortfall will be converted into a one year term note, bearing interest at the prime rate plus 2% per annum, with principal and interest due in equal monthly installments over the twelve month term. The Cash Flow Notes can be accelerated by certain events, including change in control of Maverick. The Company’s believes that no events since the acquisition of Maverick have triggered an acceleration in the due date of the Cash Flow Notes.Taxes

The ~~purchase~~ ~~price~~Company ~~was~~follows ~~subject~~the toasset ~~adjustment~~and ~~for~~liability ~~any~~method ~~change~~prescribed inby ~~working~~ASC ~~capital~~Topic ~~as defined~~740, in“Income ~~the~~Taxes” ~~agreement,~~(“ASC ~~between~~740”). Under ~~October~~this ~~31,~~method ~~2007~~of ~~and~~accounting ~~the~~for ~~closing~~income ~~date~~taxes, asdeferred ~~well as~~tax ~~other~~assets ~~adjustments~~and ~~associated~~liabilities ~~with~~are ~~changes~~recognized infor ~~indebtedness.~~the ~~The~~future ~~Cash~~tax ~~Flow Notes~~consequences ~~were~~attributable ~~reduced~~to bydifferences ~~the~~between ~~amount of~~ the ~~working~~financial ~~capital~~statement ~~post~~carrying ~~closing~~amounts ~~adjustment, which~~of ~~was~~existing ~~determined~~assets byand ~~the~~liabilities ~~Company~~and totheir berespective ~~$645,596~~tax bases. AtDeferred ~~the~~tax ~~time~~assets ~~the~~and ~~acquisition was~~liabilities ~~completed,~~are ameasured ~~discount~~using toenacted ~~present~~tax ~~value~~rates inexpected ~~the~~to ~~amount~~apply ofto ~~$1,320,404~~taxable ~~was recorded~~income ~~and~~in ~~deducted from~~ the ~~Cash~~years ~~Flow~~in ~~Notes~~which asthose ~~these~~temporary ~~notes~~differences are ~~non-interest bearing~~expected ~~for~~to ~~the~~be ~~initial~~recovered 5or ~~years~~settled. ofThe ~~their~~effect ~~term.~~on Asdeferred atax ~~result,~~assets ~~the~~and ~~net~~liabilities ~~carrying value~~ of ~~the~~a ~~Cash~~change ~~Flow~~in ~~Notes~~enacted ontax ~~April~~rates ~~29,~~is ~~2008~~recognized ~~was~~in ~~$3,034,000. Accretion~~income of in the ~~discount~~period ~~related~~that toincludes the ~~Cash~~enactment ~~Flow~~date. ~~Notes~~A ofvaluation ~~$64,704~~allowance ~~and~~is ~~$60,191,~~provided for ~~the three~~certain ~~months~~deferred ~~ended~~tax ~~September~~assets ~~30,~~if ~~2010~~it ~~and~~is ~~2009,~~more ~~respectively,~~likely ~~and~~than ~~for~~not that the ~~nine months~~Company ~~ended~~will ~~September~~not ~~30,~~realize ~~2010~~the ~~and~~tax ~~2009,~~assets ~~$190,656~~through ~~and~~future ~~$177,360,~~operations ~~respectively, was~~during ~~recognized~~a asreasonable ~~interest~~period ~~expense~~of time.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

OnNote ~~April 16,~~3 ~~2009,~~— ~~the~~Summary ~~Company received a written notice~~ of ~~acceleration~~Significant from Robert L. Kovar Services, LLC, as the stockholder representative, claiming that the Company failed to make timely mandatory prepayments in the amount of $110,381 due under the terms of the Cash Flow Notes. The Company has not reclassified the long-term portion of these Cash Flow Notes included in Notes payable – acquisitions to current liabilities. It is the Company’s position that Maverick generated pretax quarterly losses during the period April 29, 2008 through September 30, 2010, and as such the Company was not obligated to make a mandatory payment to the note holders. Generally Accepted Accounting ~~Principles~~Policies ~~in the United States of America~~ (~~“GAAP”~~continued) require intangible assets to be amortized over their useful lives. In addition, goodwill and intangible assets are evaluated annually for potential impairment. The pretax income as calculated by Robert L. Kovar Services, LLC, as the stockholder representative, did not include amortization expense or impairment charges related to intangible assets and goodwill in accordance with GAAP. These Cash Flow Notes are now the subject of litigation between Kovar and the Company as further described in Note 16.

~~(c)~~Foreign $2,917,000 revolving line of credit, payable to the Maverick former shareholders in monthly interest payments at prime plus .25%, principal and unpaid interest due at maturity in September 2010. No payments were made during 2010 and the principal and interest remains unpaid. The interest rate applicable under this agreement is currently 3.5%. See Litigation - Note 16.Currency

~~(d)~~ The Company accounts for foreign currency gains and losses in accordance with ASC Topic 830, Foreign Currency Matters, whereby foreign currency exchange transactions are recorded using the exchange rate at the date of settlement or of the balance sheet date for unsettled transactions. The Company incurred a transaction loss of $~~252~~432,~~000~~079 ~~term~~in ~~note~~the quarter ended March 31, ~~payable~~ 2011, related to an outstanding related party loan made to the ~~Maverick~~Company ~~former~~which ~~shareholders~~was payable in ~~monthly~~Canadian ~~principal~~dollars until March 1, 2011 (see Note 9), and ~~interest payments~~previously recognized a translation loss of $10333,~~280~~814 ~~with~~through ~~interest~~December at31, ~~prime~~2010, ~~plus~~which ~~.75%~~results in the net difference of $98,265 ~~unpaid~~being ~~principal~~recognized ~~and interest~~in the current period. This related party loan was ~~due~~converted atfrom ~~maturity~~Canadian indollars ~~May~~to ~~2009~~U. NoS. ~~payments~~dollars during March 2011. There were ~~made~~no foreign currency gains or losses in ~~2010. See~~ ~~Litigation~~the -quarter ~~Note~~ended 16March 31, 2010.

Net Earnings (eLoss) ~~$1,404,000~~Per second term note, payable to the Maverick former shareholders in monthly interest payments at prime plus .50% beginning in April 2008, and beginning in October 2008, principal payments of $23,390 plus interest until maturity in April 2013. No payments were made in 2010. The current interest rate applicable under this agreement is 3.75%. See Litigation - Note 16.Share

Basic net earnings (floss) Onper ~~April~~common ~~29,~~share ~~2009, Maverick~~are ~~received~~computed aby ~~notice~~dividing ofnet ~~acceleration~~earnings (~~the “Acceleration Letter”~~loss) ~~with respect~~by to the ~~revolving~~weighted-average ~~line~~number of ~~credit,~~common ~~the~~shares ~~term~~outstanding ~~note~~during ~~and~~ the ~~second~~period. ~~term~~Diluted ~~note payable~~net toearnings ~~the Maverick former shareholders~~ (~~the”Maverick Notes”~~loss) ~~and~~per ~~governed by~~common ashare ~~Loan~~is ~~Agreement~~determined ~~and~~using ~~related Security Agreement originally dated April 30, 2005 and April 29, 2005, respectively. The Acceleration Letter alleges that Maverick failed to comply with certain covenants under~~ the ~~terms~~weighted-average number of ~~the~~ ~~Loan~~common ~~Agreement~~shares ~~and that Maverick failed to make payments due under the Notes. The~~ outstanding ~~principal,~~during ~~accrued interest and late charges alleged to be owed by Maverick in~~ the ~~Acceleration Letter total $4~~period,~~659,227. The~~ ~~Acceleration~~adjusted ~~Letter~~for ~~also contends that interest continues to accrue at~~ the ~~default~~dilutive ~~rate~~effect of ~~18%~~common ~~per~~stock ~~annum~~equivalents. In ~~a separate~~periods ~~letter,~~when ~~dated~~losses ~~May~~are 1reported, ~~2009,~~which ~~Robert~~is ~~L. Kovar Services, LLC, as~~ the ~~stockholder~~ ~~representative~~case for ~~the~~all ~~sellers,~~periods ~~purported~~presented toin ~~terminate~~these ~~the~~consolidated ~~revolving credit~~financial ~~facility~~statements, ~~under~~ the ~~Loan~~diluted ~~Agreement~~weighted-average ~~and~~number ~~demanded~~of ~~turnover~~common ofshares ~~all~~outstanding ~~collateral securing~~excludes ~~indebtedness~~common ~~under~~stock ~~the~~equivalents ~~Loan~~because ~~Agreement,~~their ~~including~~inclusion ~~the~~would ~~Maverick~~be ~~Notes~~anti-dilutive. ~~No payments~~For ~~were made after~~ the ~~first~~three ~~quarter~~months ofended ~~2009~~March ~~through September 30~~31, ~~2010. The~~ ~~Company~~2011 and ~~Maverick~~2010, ~~have~~the ~~asserted~~Company ~~claims~~excluded inoptions ~~litigation~~to ~~against the~~purchase ~~holders~~21,000 ofand ~~the Maverick Notes~~151,000 ~~Robert~~shares L.of ~~Kovar~~common ~~Services~~stock, ~~LLC~~respectively, ~~Robert~~as ~~L. Kovar,~~the ~~individually,~~effect ~~and~~would ~~others. See~~be ~~Litigation Note~~ anti- 16dilutive. ~~The Company is accruing interest on the Maverick Notes while the claims are being resolved.~~

~~Annual maturities~~Segment ~~of indebtedness, including capital lease obligations, at September 30, 2010 are as follows (stated in thousands):~~Reporting

For the Year Ended September 30,
2011	$	9,930
2012		-
2013		3,613
2014		-
Thereafter		-
	$	13,543

As a result of Platinum’s decision to discontinue its engineering services line of business and sell, or otherwise dispose of, its ownership interest in Maverick, the Company now operates under a single segment of business, oil and gas production.

Subsequent Events

The Company evaluates subsequent events through the date when financial statements are issued. The Company, which files reports with the SEC, considers its consolidated financial statements issued when they are widely distributed to users, such as upon filing of the financial statements on EDGAR, the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to current period presentation, resulting from the Company’s decision to discontinue its engineering services line of business and present Maverick and Maverick’s results of operations as assets held for sale and discontinued operations.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~The following~~Note is3 a— ~~schedule~~Summary of ~~future~~Significant ~~minimum~~Accounting ~~lease~~Policies ~~payments under capitalized leases, together with the present value of the net minimum lease payments at September 30, 2010~~ (~~stated in thousands~~continued):

For the Year Ended September 30,
2011	$	190
2012		62
Thereafter		-
Total minimum lease payments		252
Less: Amount representing interest		(44	)
Current value of minimum lease payments		208
Less: Current maturities		(143	)
	$	65

New Accounting Pronouncements

~~The effective~~On ~~interest~~May ~~rates~~12, 2011, the FASB and the International Accounting Standards Board (“IASB”) issued guidance on ~~capitalized~~fair ~~leases~~value ~~range~~measurement ~~from~~and 5%disclosure requirements outlined in IFRS 13, Fair Value Measurement, and Accounting Standards Update (“ASU”) No. 2011-04, ~~31%~~Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments explain how to measure fair value and harmonize disclosure requirements in U.S. GAAP and IFRS. ASU No. 2011-04 (i) clarifies that concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets; (ii) explicitly requires entities to measure the fair value of their own equity instruments from the perspective of market participants who hold those instruments as assets–consistent with the requirements for measuring the fair value of liabilities; and (iii) requires entities to disclose quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy.

~~Note 11 – Asset~~ASU ~~Retirement~~No. ~~Obligation~~2011-04 also provides an exception that permits entities which manage their financial instruments on the basis of their net exposure rather than gross exposure to measure the fair value of such financial assets and financial liabilities on the basis of their net risk exposure; however, entities must assess whether the risks being offset are “substantially the same.” ASU No. 2011-04 precludes adjustments commonly referred to as blockage factors in fair value measurements because they are related to the size of an entity’s holding rather than the nature or attributes of the asset or liability. Premiums or discounts may be applied in a fair value measurement to the extent that they are consistent with the unit of account and market participants would consider them in a transaction for the asset or liability.

~~For~~ASU ~~the Company,~~No. ~~asset~~2011-04 ~~retirement~~expands ~~obligations~~disclosure ~~(“ARO”)~~requirements ~~represent~~in ~~the~~FASB ~~systematic,~~ASC ~~monthly accretion~~Topic ~~and~~820, ~~depreciation~~particularly offor ~~future~~Level ~~abandonment~~3 ~~costs of tangible assets such as wells~~inputs, ~~service~~including ~~assets,~~quantitative ~~and~~disclosure ~~other facilities. The fair value~~ of athe ~~liability for~~unobservable aninputs ~~asset’s~~and ~~retirement~~assumptions ~~obligation~~used ~~is recorded~~ in the ~~period~~measurement; indescription ~~which it is incurred if a reasonable estimate~~ of ~~fair value can be made, and~~ the ~~corresponding~~ ~~cost~~valuation isprocesses ~~capitalized~~in asplace ~~part~~(e.g., ofhow the ~~carrying~~entity ~~amount~~decides ~~of the related long-lived asset. The liability is accreted to~~ its ~~then~~valuation ~~present~~policies ~~value~~and ~~each period~~procedures, ~~and~~as ~~the~~well ~~capitalized~~as ~~cost~~changes isin ~~depreciated~~its ~~over~~analyses ~~the useful life~~ of ~~the related~~fair ~~asset.~~value ~~If the liability is settled for an amount other than the recorded amount~~measurements, anfrom ~~adjustment~~period ~~is made~~ to ~~the~~period); ~~full cost pool, with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs~~ and ~~proved~~narrative ~~reserves.~~description ~~The~~of ~~Company’s policy with respect to ARO is to assign depleted wells to a salvager for~~ the ~~assumption~~sensitivity of ~~abandonment~~ ~~obligations before~~ the ~~wells~~fair ~~have~~value ~~reached their economic limits; the Company has estimated its future ARO obligation with respect~~ to ~~its~~changes ~~operations. The ARO assets, which are carried on the balance sheet as part of the full cost pool, have been included~~ in ~~our~~unobservable ~~amortization~~inputs ~~base~~and ~~for~~interrelationships ~~the~~between ~~purposes~~those ~~of calculating depreciation, depletion and amortization expense~~inputs.

~~The following~~Entities ~~table~~are ~~describes~~also ~~changes~~required to disclose the level of items (in the ~~asset~~fair ~~retirement~~value ~~liability~~hierarchy) asthat ~~of September~~are ~~30,~~not ~~2010.~~measured ~~The~~at ~~ARO~~fair ~~liability~~value in the ~~table~~balance ~~below~~sheet ~~includes~~but ~~amounts classified~~whose asfair ~~long-term~~value atmust ~~September~~be 30disclosed, ~~2010~~and ~~(stated~~the use of a nonfinancial asset if it differs from the highest and best use assumed in ~~thousands):~~ the fair value measurement.

	Nine Months Ended September 30, 2010
ARO liability at beginning of period – Current and Long-Term	$	7,239
Abandonments during period		(350	)
Accretion expense		484
Obligations arising during period		8
Changes in estimates		(153	)
ARO liability at end of period – Current and Long-Term	$	7,228

ASU No. 2011-04 supersedes most of the guidance in FASB ASC Topic 820 and reflects the FASB’s consideration of the differences between public and nonpublic entities. Nonpublic entities will be exempt from some of the new disclosure requirements.

~~Note 12 – Earnings per~~The ~~Share~~amendments in ASU No. 2011-04 must be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.

~~Basic~~The ~~earnings~~Company ~~per~~does ~~share~~not ~~(“EPS”)~~expect ~~amounts are calculated using~~ the ~~weighted~~ ~~average~~adoption ~~number~~ of ~~common shares outstanding during each period. Diluted EPS assumes~~ the ~~exercise~~new ofaccounting ~~all~~pronouncements ~~stock~~will ~~options,~~have ~~warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When~~ a ~~loss from~~material ~~continuing~~effect ~~operations~~on ~~exists, potential common shares are excluded in~~ the ~~computation~~ ofCompany’s ~~diluted~~consolidated ~~EPS~~financial ~~because their inclusion would result in an anti-dilutive effect on per share amounts~~statements.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

Note 4 ~~Reconciliations between~~— Maverick ~~the~~Bankruptcy, ~~numerators~~Assets ~~and~~Held ~~denominators~~for ofSale ~~the basic~~ and ~~diluted~~Discontinued ~~EPS computations for each period are as follows (in thousands, except per share data):~~ Operations

	Three Months Ended September 30,
	2010			2009
Numerator:
Net Income (loss) applicable to common stockholders	$	(3,917,625	)	$	124,311
Denominator:
Denominator for basic earnings (loss) per share — weighted-average shares outstanding		22,606,475			22,070,762
Effect of potentially dilutive common shares:
Warrants		—			—
Employee and director stock options		—			—
Denominator for diluted earnings (loss) per share — weighted-average shares outstanding and assumed conversions		22,606,475			22,070,762
Basic earnings ( loss) per share	$	(0.17	)	$	0.01
Diluted earnings ( loss) per share	$	(0.17	)	$	0.01

During late November 2010, Platinum decided to discontinue its engineering services operating segment and sell its wholly-owned subsidiary, Maverick, which was the only operating subsidiary within the engineering services segment. Shortly thereafter, on November 24, 2010 (the “Petition Date”), Maverick filed a voluntary petition with the Bankruptcy Court seeking reorganization relief under the provisions of Chapter 11 of the Bankruptcy Code. The Company expects the sale of Maverick will be finalized during 2011. Following the sale of Maverick, Platinum will have no continuing involvement in Maverick’s operations. The assets of Maverick and related liabilities constitute a component of the Company with distinguishable cash flows. Accordingly, Maverick’s assets and related liabilities, in their entirety and solely, and results of operations and cash flows associated with these assets, are classified as held for sale - discontinued operations in the accompanying consolidated financial statements of Platinum for all periods presented.

	Nine Months Ended September 30,
	2010			2009
Numerator:
Net loss applicable to common stockholders	$	(2,471,447	)	$	(8,853,769)
Denominator:
Denominator for basic earnings (loss) per share — weighted-average shares outstanding		22,520,071			22,070,762
Effect of potentially dilutive common shares:
Warrants		—			—
Employee and director stock options		—			—
Denominator for diluted earnings (loss) per share — weighted-average shares outstanding and assumed conversions		22,520,071			22,070,762
Basic earnings (loss) per share	$	(0.11	)	$	(0.40	)
Diluted earnings (loss) per share	$	(0.11	)	$	(0.40	)

Under Chapter 11, certain claims against Maverick in existence prior to the filing of the petitions for relief under the Bankruptcy Code are stayed while Maverick continues business operations as debtor-in-possession (“DIP”). These claims are reflected in the Company’s March 31, 2011 consolidated balance sheet and Maverick’s March 31, 2011 balance sheet, presented below, as liabilities subject to compromise. Additional claims (liabilities subject to compromise) may arise after the Petition Date, resulting from rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts.

The ~~increase in~~Bankruptcy ~~weighted-average~~Court ~~shares outstanding~~established atApril ~~September 30~~25, ~~2010,~~2011 isas the ~~result~~deadline for the filing of ~~issuing~~proofs ~~535,714~~of ~~shares~~claim ~~to Lance~~against ~~Duncan. For~~Maverick (the ~~three~~ ~~and~~“Bar ~~nine~~Date”). Under ~~months~~certain ~~ended~~limited ~~September 30~~circumstances, ~~2010~~some ~~and~~creditors ~~2009,~~may ~~the~~be ~~Company~~permitted ~~excluded options~~ to ~~purchase~~file ~~151,000~~proofs ~~and~~of ~~156~~claim after the Bar Date. Accordingly,~~000~~ ~~shares~~it is possible that not all potential proofs of ~~common~~claim ~~stock,~~were ~~respectively,~~filed as of the ~~effect~~filing ~~would~~of bethis ~~anti-dilutive~~Quarterly Report.

~~Note 13 – Income~~Pursuant ~~Taxes~~to Chapter 11, Maverick, as DIP, will continue to manage and operate its assets and business pending the confirmation of a reorganization plan and subject to the supervision and orders of the Bankruptcy Court. The Company and Maverick are currently developing the reorganization plan and intend to submit the reorganization plan for confirmation prior to the extended due date of July 23, 2011. As a DIP, Maverick is authorized to operate its business, but may not engage in transactions outside of the normal course of business without approval, after notice and hearing, of the Bankruptcy Court.

The ~~Company~~ ~~computes~~consolidated ~~income~~financial ~~taxes~~statements ~~using~~of the ~~asset~~Company and ~~liability~~financial ~~method~~statements ~~whereby deferred~~of ~~tax~~Maverick ~~assets~~do ~~are~~not ~~recognized~~purport ~~for~~to show (a) the ~~future~~realizable ~~tax~~value ~~consequences~~of ~~attributable~~ assets on a liquidation basis or their availability to ~~differences~~satisfy ~~between~~liabilities; ~~the~~(b) ~~financial~~ultimate ~~statement~~pre-petition ~~carrying~~liability amounts ofthat ~~existing assets~~may ~~and~~be ~~liabilities~~allowed ~~and~~for ~~their~~claims ~~respective~~or ~~tax~~contingencies ~~basis.~~or ~~Deferred~~the ~~tax~~status ~~assets~~or ~~and liabilities~~priority ~~are~~thereof; ~~measured~~(c) ~~using~~the ~~enacted~~effect ~~tax~~of ~~rates~~any ~~expected~~changes tothat ~~apply~~may be made to ~~taxable income~~the incapitalization of Maverick; or (d) the ~~years~~effect of any changes that may be made in ~~which~~Maverick’s ~~those~~business ~~temporary~~operations, ~~differences~~as ~~are~~the ~~expected~~outcome toof ~~apply to~~these bematters ~~recovered~~is ornot ~~settled~~presently determinable. ~~The~~Although ~~effect~~Maverick onand ~~deferred~~Platinum ~~tax~~intend ~~assets~~that ~~and~~Maverick ~~liabilities~~ will emerge from bankruptcy and be sold to a ~~change~~third inparty ~~tax~~during ~~rates~~2011, isthere ~~recognized~~can inbe ~~income~~no inassurance of the ~~period~~confirmation ~~that~~or ~~includes the~~timing ~~enactment~~of ~~date~~the reorganization. AThe ~~valuation~~consolidated ~~allowance~~financial isstatements ~~established~~of ~~against~~the ~~such~~Company, ~~assets where~~included ~~management~~herein, isand ~~unable~~the tofinancial ~~conclude~~statements ~~more~~of ~~likely~~Maverick, ~~than~~presented below, do not ~~that~~include ~~such~~any ~~assets will~~adjustments berelating ~~realized~~to the commencement of Maverick’s bankruptcy case.

The ~~Company~~ ~~uses~~following ~~FASB~~condensed ~~ASC~~financial ~~Topic~~statements ~~740~~present ~~“Income~~the ~~Taxes”~~financial ~~for presentation~~position of ~~its~~Maverick ~~income~~as ~~taxes.~~of ~~The~~March ~~Company~~31, ~~currently~~2011 ~~does~~and ~~not~~December ~~have~~31, ~~any uncertain~~2010 ~~tax~~and ~~positions.~~the ~~Effective~~results ~~January~~of 1,Maverick’s ~~2009,~~operations ~~the~~and ~~Company~~cash ~~adopted~~flows for the ~~interpretation~~ ~~with~~three ~~ASC~~months ended March 31, 2011 and 2010, and have been prepared on ~~Income~~the ~~which~~same ~~relates~~basis toas ~~Accounting~~the ~~for~~Company’s ~~Uncertainty~~consolidated ~~in Income~~financial ~~Taxes~~statements. ~~The~~Assets ~~interpretation~~held ~~clarifies~~for ~~the~~sale, ~~accounting~~liabilities related to assets held for ~~uncertainty~~sale, ~~in income~~and ~~taxes~~discontinued ~~recognized~~operations presented in the accompanying consolidated financial statements ~~and~~of ~~requires~~ the ~~impact~~Company are solely comprised of aassets, ~~tax position~~liabilities, toresults beof ~~recognized~~operations, inand ~~the~~cash ~~financial~~flows ~~statements~~of ifMaverick. ~~that~~Cash ~~position~~provided isby ~~more likely~~operations ~~than~~and ~~not~~total increase in cash presented in Maverick’s statement of ~~being~~cash ~~sustained~~flows ~~upon~~differs ~~examination~~from cash provided by ~~the~~(used ~~taxing~~in) ~~authority. Interest~~operations ~~and/or~~- ~~penalties~~discontinued ~~related~~operations toand ~~income~~total ~~tax~~cash ~~matters~~increase ~~are~~from todiscontinued beoperations ~~recognized~~presented in ~~income~~ ~~tax~~the ~~expense.~~Company’s ~~The~~consolidated ~~adoption~~statement of ~~this~~cash ~~interpretation~~flows ~~did~~due ~~not~~to ~~have~~inclusion of Maverick expenses paid by parent as a ~~material effect~~use of cash from operations – discontinued operations on the Company’s ~~financial~~consolidated ~~position~~statements orof ~~results~~cash ~~of operations~~flows.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~The Company’s~~Note ~~tax~~4 — Maverick ~~years~~Bankruptcy, ~~2007~~Assets ~~and~~Held ~~forward~~for ~~are~~Sale ~~subject~~and toDiscontinued ~~examination.~~Operations (continued)

~~The Company~~MAVERICK ~~has computed the tax position for the nine months ended September 30~~ENGINEERING, ~~2010~~ ~~in accordance with the provisions of FASB ASC Topic 740 – “Income Taxes” and ASC 270 – “Interim Reporting”~~INC. The Company has estimated that its effective tax rate for US purposes will be zero for 2010, and consequently, recorded no U.S. income tax benefit for the nine months ended September 30, 2010 due to substantial uncertainty regarding ultimate realization

~~At September~~CONDENSED ~~30,~~BALANCE 2010, the Company had, subject to the limitations discussed below, approximately $23.8 million of net operating losses (an increase of approximately $4 million from the prior quarter) which may be used to offset future taxable income which expire beginning in 2026 through 2030.SHEET

In addition to any Section 382 limitations for change of control, uncertainties exist as to the future utilization of the operating loss carryforwards under the criteria set forth under ASC 740. Therefore, the Company has increased its valuation allowance at September 30, 2010 to approximately $9.5 million, an increase of roughly $1 million from December 21, 2009.

	March 31, 2011			December 31, 2010
ASSETS

CURRENT ASSETS
Cash	$	878,845		$	859,007
Accounts receivable, net of $533,001 and $518,001 allowance for doubtful accounts at March 31, 2011 and December 31, 2010, respectively		1,899,353			1,831,370
Prepaid expenses and other current assets		159,316			266,936
Total current assets		2,937,514			2,957,313

Property and equipment, net of $1,178,877 and $1,111,157 of accumulated depreciation as of March 31, 2011 and December 31, 2010, respectively		430,208			497,928

Total assets	$	3,367,722		$	3,455,241

LIABILITIES AND STOCKHOLDER’S DEFICIT

CURRENT LIABILITIES, not subject to compromise
Accounts payable – trade	$	105,839		$	118,863
Due to parent		162,036			-
Accrued liabilities		1,269,830			1,113,323
Unearned service revenue		834,468			954,202
Income tax payable		19,494			9,410
Current maturities of long-term debt and capital lease obligations		137,932			134,599
Total current liabilities, not subject to compromise		2,529,599			2,330,397

NON-CURRENT LIABILITIES, not subject to compromise
Long-term debt and lease obligations, less current portion		5,988			42,020
Deferred rent		39,568			39,568
Total liabilities, not subject to compromise		2,575,155			2,411,985

LIABILITIES SUBJECT TO COMPROMISE		5,099,307			5,098,455

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER’S DEFICIT
Common stock		120,878			120,878
Additional paid-in capital		11,505,277			11,505,277
Accumulated deficit		(15,932,895	)		(15,681,354	)
Total stockholder’s deficit		(4,306,740	)		(4,055,199	)

Total liabilities and stockholder’s deficit	$	3,367,722		$	3,455,241

FASB ASC Topic 740 requires the Company to periodically assess whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, it considers all available positive and negative evidence and make certain assumptions. It considers, among other things, the deferred tax liabilities; the overall business environment; the historical earnings and losses; and its outlook for future years. The Company has fully reserved its deferred tax assets.

The current period income tax expense is solely attributable to Texas Margin taxes accrued during the period.

Note 14 – Segment Information

The Company considers itself to be in two lines of business - (i) as an independent oil and gas exploration and production company and (ii) as an engineering services company.

(i) The Company sells substantially all of its crude oil production under short-term contracts based on prices quoted on the New York Mercantile Exchange (“NYMEX”) for spot West Texas Intermediate contracts, adjusted by agreed-upon increases or decreases which vary by grade of crude oil. The majority of the Company’s natural gas production is sold under short-term contracts based on pricing formulas which are generally market responsive. From time to time, the Company may also sell a portion of the gas production under short-term contracts at fixed prices. For the nine months ended September 30, 2010, three customers accounted for approximately 47%, 13% and 12% of the Company’s crude oil and natural gas revenues. The Company believes that the loss of any of its oil and gas purchasers would not have a material adverse effect on its results of operations due to the availability of other purchasers.

(ii) Maverick provides engineering and construction services primarily for three types of clients: (1) upstream oil & gas, domestic oil and gas producers and pipeline companies; (2) industrial, petrochemical and refining plants; and (3) infrastructure, private and public sectors, including state municipalities, cities, and port authorities. Maverick operates out of facilities headquartered in Victoria, Texas and operates primarily in Texas. The types of services provided include project management, engineering, procurement, and construction management services to both the public and private sectors, including the oil and gas business in which the Company is engaged. For the nine months ended September 30, 2010, three customers accounted for approximately 42%, 14% and 13%. of the Company’s service revenues

The following table presents selected financial information for the Company’s operating segments (stated in thousands):

	Exploration									Consolidated
For the Three Months Ended September 30, 2010:	and Production			Engineering			Parent			Total
Revenues	$	4,384		$	4,428		$	-		$	8,812
Marketing, general and administrative expense	$	761		$	632		$	736		$	2,129
Income (loss) before income taxes	$	(2,719	)	$	(450	)	$	(736	)	$	(3,905	)

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

	Exploration								Consolidated
For the Three Months Ended September 30, 2009:	and Production		Engineering			Parent			Total
Revenues	$	4,704	$	4,767		$	—		$	9,471
Marketing, general and administrative expense	$	1,107	$	405		$	277		$	1,789
Loss before income taxes	$	730	$	(240	)	$	(277	)	$	213

Note 4 — Maverick Bankruptcy, Assets Held for Sale and Discontinued Operations (continued)

	Exploration								Consolidated
For the Nine Months Ended September 30, 2010:	and Production		Engineering			Parent			Total
Revenues	$	14,954	$	13,167		$	—		$	28,121
Marketing, general and administrative expense	$	2,005	$	1,140		$	1,607		$	4,752
Income (loss) before income taxes	$	344	$	(1,171	)	$	(1,607	)	$	(2,434	)

MAVERICK ENGINEERING, INC.

	Exploration									Consolidated
For the Nine Months Ended September 30, 2009:	and Production			Engineering			Parent			Total
Revenues	$	12,484		$	14,775		$	-		$	27,259
Marketing, general and administrative expense	$	2,767		$	1,594		$	1,976		$	6,337
Income (loss) before income taxes	$	(9,484	)	$	(2,094	)	$	(1,976	)	$	(13,554	)

CONDENSED STATEMENT OF OPERATIONS

	Exploration								Consolidated
	Three Months Ended March 31,
	and Production			Engineering			Parent		Total
	2011			2010
Total assets as of September 30, 2010	$	48,944		$	4,095		$	817	$	53,856
Revenues	$	3,360,771		$	4,614,418
Total assets as of December 31, 2009	$	55,350		$	5,582		$	3,441	$	64,373
Costs and expenses
Cost of revenues		2,524,956			4,076,584
Marketing, general and administrative expense		884,432			477,427
Depreciation and amortization expense		67,720			96,553
Total costs and expenses		3,477,108			4,650,564
Operating loss		(116,337	)		(36,146	)
Other income (expenses)
Interest income		-			677
Interest expense		(48,811	)		(49,435	)
Total other expenses		(48,811	)		(48,758	)
Loss before reorganization expense and income taxes		(165,148	)		(84,904	)
Reorganization expense		76,309			-
Loss before income taxes		(241,457	)		(84,904	)
Provision for income taxes		10,084			13,418
Net loss	$	(251,451	)	$	(98,322	)

Note 15 – Treasury Stock

In February 2010, the Company settled its dispute with Mr. Lance Duncan and issued him 535,714 shares of common stock out of its treasury stock holdings. The shares were originally recorded as treasury shares at the Company’s purchase cost of $7.84 per share, or $4,199,409. With the subsequent reissuance, the Company reduced the cost of treasury shares by $4,199,409 and recorded $3,101,194, representing the difference between the original acquisition cost of the shares and the value accrued by the Company, as a decrease in additional paid-in capital.

Note 16 – Litigation

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not anticipate these matters to have a materially adverse effect on the financial position or results of operations of the Company. As of the filing date, there has been no material change in the litigation discussion below.

Exxon Litigation

On January 16, 2008, Exxon Mobil Corporation filed a petition in the 270th District Court of Harris County, Texas, naming us as a defendant along with TEC and a third party, Merenco Realty, Inc., demanding environmental remediation of certain properties in Tomball, Texas. In 1996, pursuant to an assignment agreement, Exxon Mobil sold certain oil and gas leasehold interests and real estate interests in Tomball, Texas to TEC’s predecessor in interest, Merit Energy Corporation. In 1999, TEC assigned its 50% undivided interest in one of the tracts in the acquired property to Merenco, an affiliate of TEC, owned 50% by our Chairman of the Board, Tim Culp. In October 2007, the Texas Railroad Commission notified Exxon Mobil of an environmental site assessment alleging soil and groundwater contamination for a site in the area of Tomball, Texas. Exxon Mobil believes that the site is one which was sold to TEC and claims that TEC is obligated to remediate the site under the assignment agreement. Exxon Mobil has requested that the court declare the defendants obligated to restore and remediate the properties and has requested any actual damages arising from breach and attorneys’ fees. We believe that Exxon Mobil’s claim that TEC is responsible for any remediation of such site is without merit and we intend to vigorously defend ourselves against this claim. However, no assurance can be given that we will prevail in this matter and we currently are not able to estimate the range of possible exposure or loss, if any, that might result from this litigation. We acquired substantially all the assets and liabilities of TEC in the TEC acquisition. Merenco was not acquired by us in the TEC acquisition and our Chairman, Tim Culp, continues to have a 50% ownership interest in Merenco.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

OnNote ~~August 16,~~4 — Maverick ~~2010~~Bankruptcy, ~~the~~Assets ~~Court~~Held ~~issued~~for anSale ~~order~~and toDiscontinued ~~the~~Operations ~~halt the case. However, the Court has the right to reopen the case in the future. The order in this case has no financial impact on the Company.~~(continued)

~~Hyman Litigation~~MAVERICK ENGINEERING, INC.

~~On November~~CONDENSED ~~11,~~STATEMENT ~~2008,~~OF ~~Mr.~~CASH Hyman, a former employee of KD Resources, filed a claim against KD Resources and Platinum Energy stating that he was discharged from KD Resources in violation of the Sarbanes-Oxley Act of 2002, Section 806, Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud.FLOWS

On September 16, 2010, the court dismissed the case and there is no further action to be taken.

	Three Months Ended March 31,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(251,541	)	$	(98,322	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Bad debt expense		15,000			15,000
Depreciation and amortization		67,720			96,553
Expenses paid by parent		162,036			240,571
Changes in operating assets and liabilities:
Accounts receivable		(82,983	)		22,903
Prepaid expenses and other current assets		107,620			183,670
Accounts payable - trade		(13,024	)		56,045
Accrued liabilities and other		157,359			1,333,119
Unearned service revenue		(119,734	)		(1,337,140	)
Income taxes payable		10,084			218,623
Net cash provided by operating activities		52,537			731,022

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital leases obligations		(32,699)			(33,243	)
Net cash used in financing activities		(32,699)			(33,243	)

Net increase in cash		19,838			697,779
Cash and cash equivalents - beginning of the period		859,007			906,304
Cash and cash equivalents - end of the period	$	878,845		$	1,604,083

SUPPLEMENTAL INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Kovar Litigation

On December 3, 2008, Robert Kovar filed suit against Platinum alleging that he “Resigned for Good Reason” according to his employment contract. Mr. Kovar is seeking a Declaration Judgment that he had “Good Reason” to resign his employment at Platinum Energy and Maverick Engineering. Mr. Kovar is also requesting payment of the severance package, accelerated vesting of options and accelerated payment of the Cash Flow Notes (as described in the Platinum Energy, Maverick Engineering Merger Agreement and Note 9 above) as described in his employment agreement, plus attorney fees and court costs. It is our contention that Mr. Kovar resigned his position without good reason and is therefore, not entitled to severance or accelerated vesting of options. It is our additional conviction that the Cash Flow Notes has been cancelled and that Platinum Energy in no longer obligated to make any payments thereunder, pursuant to the terms of Mr. Kovar’s employment agreement. We believe that Mr. Kovar’s claim that he resigned with “Good Reason” is without merit and we intend to vigorously defend ourselves against this claim.

On April 16, 2009, the Company received a written notice of acceleration from Robert L. Kovar Services, LLC, as the stockholder representative, claiming that the Company failed to make timely mandatory prepayments in the amount of $110,381 due under the terms of the Cash Flow Notes. On April 29, 2009, Maverick received a notice of acceleration (the “Acceleration Letter”) with respect to the Maverick Notes governed by a Loan Agreement and related Security Agreement originally dated April 30, 2005 and April 29, 2005, respectively. The Acceleration Letter alleges that Maverick failed to comply with certain covenants under the terms of the Loan Agreement and that Maverick failed to make payments due under the Maverick Notes. The outstanding principal, accrued interest and late charges alleged to be owed by Maverick in the Acceleration Letter total $4,659,227. The Acceleration Letter also contends that interest continues to accrue at the default rate of 18% per annum. In a separate letter, dated May 1, 2009, Robert L. Kovar Services, LLC, as the stockholder representative for the sellers, purported to terminate the revolving credit facility under the Loan Agreement and demanded turnover of all collateral securing indebtedness under the Loan Agreement, including the Maverick Notes. The Company and Maverick have asserted claims in litigation against the holders of the Maverick Notes, Robert L. Kovar Services, LLC, Robert L. Kovar, individually, and others.

On May 3. 2009, Platinum and Maverick Engineering. Inc. filed suit against Robert L. Kovar Services. LLC (“RKS”), Robert L. Kovar (“Kovar”), Rick J. Guerra (“Guerra”), and Walker, Keeling, & Carroll. L.L.P. (“WKC”) collectively (the Defendants”) alleging, among other things, a suit for declaratory judgment asking the court to declare that Platinum and Maverick are entitled to indemnification from the former Maverick stockholders, including Guerra and Kovar, for any damages they suffer as a result of a default on any note contained in the Maverick and PermSUB Merger Agreement. In addition, Platinum and Maverick have asked the Court to declare that WKC has breached the merger agreement by not stepping down as the Merger Escrow Agent. Platinum and

Maverick have also sued to recover costs of court and attorneys’ fees.

In October, 2009, Platinum and Maverick Engineering filed a Second Amended Petition with the following Causes of Action against the Defendants: Kovar fraudulently induced Platinum to enter into the Merger Agreement; Common-Law Fraud; Statutory Fraud; Breach of Fiduciary Duty; Tortious Interference with Merger Agreement; Civil Conspiracy; and Breach of Contract.

This case is in the final stages of discovery and is currently set for trial on November 30, 2010.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 4 — Maverick Bankruptcy, Assets Held for Sale and Discontinued Operations (continued)

The following table sets forth the reconciliation of Maverick’s “Net cash provided by operating activities” and “Net increase in cash” presented above to “Cash used in operating activities – discontinued operations” and “Increase (decrease) in cash – discontinued operations” presented in the Company’s consolidated statements of cash flows included herein, the difference of which is Maverick expenses paid directly to vendors by the Company, which was treated as a capital contribution to Maverick by the Company as of March 31, 2010. The Maverick expenses paid directly to the vendors by the Company in the three months ended March 31, 2011 will be re-paid by Maverick and are included in the “Due to parent” account on the stand-alone Maverick’s balance sheet as of March 31, 2011.

	Three Months Ended March 31,
	2011			2010
Net cash provided by operating activities, presented above	$	52,537		$	731,022
Maverick expenses paid by parent, presented above		(162,036	)		(240,571	)
Cash used in operating activities – discontinued operations, presented in the Company’s consolidated statements of cash flows	$	(109,499)		$	490,451

Net increase in cash, presented above	$	19,838		$	697,779
Maverick expenses paid by parent, presented above		(162,036	)		(240,571	)
Increase (decrease) in cash – discontinued operations, presented in the Company’s consolidated statements of cash flows	$	(142,198	)	$	457,208

The principal categories of claims classified as “Liabilities subject to compromise” at March 31, 2011 and December 31, 2010 consist of the following:

	March 31, 2011		December 31, 2010
Revolver payable to Maverick former shareholders	$	2,917,403	$	2,917,403
Term note to Maverick former shareholders		252,181		252,181
Second term note to Maverick former shareholders		1,403,410		1,403,410
Total debt subject to compromise		4,572,994		4,572,994

Accounts payable – trade		133,921		133,921
Accrued liabilities		392,392		391,540
	$	5,099,307	$	5,098,455

Reorganization expenses are presented separately in the statement of operations and represent items realized or incurred by the Company as a direct result of Maverick’s Chapter 11 cases, which consisted of legal fees for the three months ended March 31, 2011.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 5 — Oil and Gas Properties

The following table sets forth the Company’s costs incurred in oil and gas property acquisition and development activities for the three months ended March 31, 2011 (in thousands):

Balance at January 1, 2011:	$	209,897
Acquisition of properties
Proved		-
Unproved		-

Addition and changes to asset retirement obligation		10
Development costs		146
Balance, at March 31, 2011	$	210,053

The following table sets forth the Company’s capitalized costs relating to oil and gas producing activities at March 31, 2011 and December 31, 2010 (in thousands):

	March 31, 2011			December 31, 2010
Costs being amortized	$	210,053		$	209,897
Costs not being amortized		-			-
		210,053			209,897
Accumulated depletion and impairment		(170,016	)		(168,844	)
Net capitalized costs	$	40,037		$	41,053

Note 6 — Commodity Derivative Financial Instruments

The Company engages in price risk management activities from time to time, through utilizing derivative instruments consisting of swaps, floors and collars, to attempt to reduce the Company’s exposure to changes in commodity prices. None of the Company’s derivatives are designated as cash flow hedges. Changes in fair value of derivative instruments which are not designated as cash flow hedges are recorded in other income (expense) as realized and unrealized (gain) loss on commodity derivatives. The obligations under the derivative contracts are collateralized by the same assets that collateralized the Senior Credit Facility and the New Senior Credit Facility (collectively, the “Credit Facilities”), described in Note 9, and substantially all of the derivative financial instruments are collateral for the Credit Facilities. Additionally, the contracts are cross-defaulted to the Credit Facilities.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2010~~2011

(UNAUDITED)

~~Citgo Litigation~~Note 6 — Commodity Derivative Financial Instruments (continued)

~~On October~~For ~~14,~~the ~~2009,~~three ~~Maverick~~months ~~Engineering~~ended ~~filed suit in Harris County against CITGO Refining & Chemical Company~~March 31, LP2011 ~~for Breach of Contract. According to the Petition, Maverick provided engineering services to CITGO~~ and ~~CITGO has refused to pay for those services. Maverick is suing for recovery of $357~~2010,~~538,~~ ~~representing~~ the ~~outstanding~~Company ~~accounts~~included ~~receivable~~in ~~balance due from CITGO on the date the suit was filed, plus damages, costs, attorney fees, interest, and~~ other ~~relief. While~~income ~~Maverick~~(expense) ~~has~~realized ~~performed all terms, conditions,~~ and ~~covenants~~unrealized ~~required~~gains ~~under~~(losses) ~~its~~related ~~contract with CITGO, it is too early in this litigation~~ to beits ~~able~~derivative tocontracts ~~predict~~as ~~the outcome. Currently,~~follows ~~the case is~~ (in ~~the early stages of discovery with no hearing date set.~~thousands):

	Three Months Ended March 31,
	2011			2010
Crude oil derivatives realized gain (loss) on settlements	$	(245	)	$	52
Crude oil derivatives change in unrealized gain (loss)		33			(1,357	)
Loss on commodity derivatives, net	$	(212	)	$	(1,305	)

Presented below is a summary of the Company’s crude oil derivative financial contracts at March 31, 2011 (in thousands):

Period Ended		Total Volumes	Contract		Fair Value Asset
March 31,	Instrument Type	(MMBTU/BBL)	Price		(in thousands)
2011	Puts	90,000	$	80.00	$	57
	Total fair value				$	57

Note 7 — Fair Value Measurements

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheet. The following methods and assumptions were used to estimate the fair values.

Cash, Cash Equivalents, Accounts Receivable and Accounts Payable

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 7 — Fair Value Measurements (continued)

Commodity Derivative Instruments

The Company’s determination of fair value of its commodity derivative instruments incorporates various factors required under ASC 815, Derivatives and Hedging. The fair value determined by the Company is based on counterparties’ valuation models that utilize market-corroborated inputs, with consideration of the impact of our nonperformance risk and the credit standing of the counterparties involved in the Company’s derivative contracts. The Company considers the fair value of its commodity derivatives to be Level 2 hierarchy, in that the fair value is based on observable inputs. At March 31, 2011 and December 31, 2010, the aggregate Level 2 fair value of the commodity derivatives was $57,200 and $269,400, respectively. For further information regarding the Company’s derivative instruments and hedging activities, see Note 6.

During periods of market disruption, including periods of volatile oil and natural gas prices, rapid credit contraction or illiquidity, it may be difficult to value certain of the Company’s derivative instruments if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with observable data that become illiquid due to the current financial environment. In such cases, derivative instruments may fall to Level 3 and thus require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation, as well as valuation methods which are more sophisticated or require greater estimation, thereby resulting in valuations with less certainty. Further, rapidly changing commodity and unprecedented credit and equity market conditions could materially impact the valuation of derivative instruments as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.

Asset Retirement Obligations Incurred in Current Period

The Company uses an income approach to estimate the fair value of its ARO based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors as the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements; the credit-adjusted risk-free rate to be used; and inflation rates. AROs incurred in the current period were Level 3 fair value measurements. See Note 8 for a summary of changes in the ARO.

Long-Term Debt and Notes Payable

The carrying amount of the Company’s Senior Credit Facility, New Credit Facility and loans related to the acquisition of Maverick approximates fair value due to the associated interest rates approximating current market rates. The Company’s New Senior Credit Facility was denominated in Canadian dollars until March 1, 2011 and was valued using the market exchange rate as of each reporting date. See Note 9 for further information regarding the Company’s long-term debt and notes payable.

Note 8 — Asset Retirement Obligation

Asset retirement obligation represents the systematic, monthly accretion and depreciation of future abandonment costs of tangible assets such as wells, service assets, and other facilities. The fair value of a liability for ARO is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made, and the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment is made to the full cost pool, with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. The Company has estimated its future ARO with respect to its operations. The ARO assets, which are carried on the balance sheet as part of the full cost pool, have been included in our amortization base for the purposes of calculating depreciation, depletion and amortization expense.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 8 — Asset Retirement Obligation (continued)

The following table describes changes in our ARO as of March 31, 2011. The ARO liability in the table below includes amounts classified as long-term at March 31, 2011 (in thousands):

	Three Months Ended March 31, 2011
ARO liability at January 1, 2011 – current and noncurrent	$	7,537
Abandonments during period		(175	)
Accretion expense		134
Changes in estimates		10
ARO liability at March 31, 2011 – current and noncurrent	$	7,506

Note 9 — Long-Term Debt and Notes Payable

The following table sets forth the Company’s long-term debt position, excluding long-term debt related to assets held for sale, as of March 31, 2011 and December 31, 2010 (in thousands):

	March 31, 2011			December 31, 2010
Senior Credit Facility	$	-		$	-
New Senior Credit Facility (related party)		5,415			5,316
Notes Payable - Kovar		2,964			2,911
Notes Payable - Former Minority Shareholders		782			768
		9,161			8,995
Less: Current maturities		(5,415	)		-
Long-term debt, less current maturities	$	3,746		$	8,995

Annual maturities of indebtedness at March 31, 2011 are as follows (in thousands):

Through March 31,
2012	$	5,415
2013		3,746
Thereafter		-
	$	9,161

Senior Credit Facility and New Senior Credit Facility

On March 14, 2008, TEC and PER Gulf Coast, Inc. (“Borrower”), wholly-owned subsidiaries of Platinum, entered into a Senior Secured Revolving Credit Facility (“Senior Credit Facility”) with Bank of Texas. The Senior Credit Facility provided for a revolving credit facility up to the lesser of the borrowing base and $100 million. The initial borrowing base was set at $35 million. The facility was collateralized by substantially all of the Company’s proved oil & gas assets as well as substantially all of the derivative financial instruments discussed in Note 5. The Senior Credit Facility was originally to mature on March 14, 2012.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 9 — Long-Term Debt and Notes Payable (continued)

Under the terms of the Senior Credit Facility, the Borrower was required to maintain certain financial and nonfinancial covenants. Platinum, as the parent company, was not a co-borrower or guarantor of the line. Transfers from the Borrower to Platinum were limited to (i) $1 million per fiscal year to the parent for management fees, and (ii) the repayment of up to $2 million per fiscal year in subordinate indebtedness owed to the parent.

In June 2009, the borrowing base was reduced to $15 million and the Senior Credit Facility was amended to change the interest rate provisions and modify the maturity date to June 1, 2010. In addition, the Borrower was obligated to the lender for a monthly fee of any unused portion of the line of credit at the rate of 0.50% per annum. In May 2010, the Company paid down $1.5 million on the Senior Credit Facility, and in June 2010, subsequent to the modified due date, the Company paid down an additional $2 million on the Senior Credit Facility utilizing cash on hand and the proceeds from the liquidation of certain commodity derivative contracts.

On August 6, 2010, with an effective date of June 1, 2010, the Company and the Bank of Texas executed an Amendment to the Senior Credit Facility. The Amendment (1) granted the Company an extension on the maturity date of the loan to September 1, 2010, (2) reduced the Borrowing Base under the Senior Credit Facility to approximately $9.5 million, (3) required the Company to reduce the then outstanding balance of $9.5 million under the Senior Credit Facility by $1 million, (4) waived certain events of default of the Borrower through the period ended June 10, 2010, and (5) increased the interest rate floor to a rate of not less than 5% per annum. The Company paid a fee of $40,000 to the Bank of Texas in connection with the waivers and the extension in the maturity date and $36,846 in interest. Additionally, on August 6, 2010, the Company used cash on hand to pay down $1.0 million on the Senior Credit Facility, reducing the Bank of Texas loan balance to approximately $8.5 million. On August 30, 2010, the Company liquidated its swap derivatives for approximately $3.5 million and used those proceeds to pay down the Credit Facility to a balance of approximately $5.0 million.

On September 1, 2010, A.R. Development Corporation (“A.R. Development”), a company owned and controlled by Al Rahmani, CEO of Platinum at September 1, 2010 and through January 31, 2011, purchased the Senior Credit Facility and all rights to the ancillary security from Bank of Texas. At the time of the purchase, the balance on the Senior Credit Facility was approximately $5.0 million. The Independent Committee of the Board of Directors (“Board”) of the Company entered into a Loan on behalf of the Company with A.R. Development (“Agreement”) pursuant to A.R. Development’s acquisition of the Senior Credit Facility, referred to herein as the New Senior Credit Facility.

The Agreement provided for an initial fixed term of six months from September 1, 2010 and carried an interest rate of 5.5% per annum for the first two months ending November 1, 2010, 6% per annum for the next two months ending January 1, 2011, followed by an interest rate of 6.5% per annum until March 1, 2011. Additionally, the Company paid a $40,000 loan origination fee to A. R. Development, which was expensed. It was understood that the New Senior Credit Facility would no longer be a revolving note and therefore, no new advances would be made to the Company. The New Senior Credit Facility carried the same rights as the Senior Credit Facility, and remains collateralized by substantially all of the Company’s oil and gas assets and remaining commodity derivatives contracts.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 9 — Long-Term Debt and Notes Payable (continued)

On March 1, 2011, the Company and A. R. Development Corporation amended the Agreement, extending repayment of the New Senior Credit Facility to March 1, 2012, with an interest rate of 7.5% per annum for the first three months of the loan extension. Thereafter, until March 1, 2012, the interest rate will be 8% per annum. The Company paid A. R. Development an extension fee of $25,000, which was expensed. The outstanding principle balance and all accrued but unpaid interest is due on March 1, 2012. Additionally, the amendment provided that on March 1, 2011, the balance due to A.R. Development shall be converted from Canadian dollars to U.S. dollars, using the current exchange rate, and all future payments will be made in U.S. dollars. The March 1, 2011 conversion of the Net Senior Credit Facility from Canadian dollars to U.S. dollars resulted in a realized currency exchange loss of $432,079, $98,265 of which was recognized in the quarter ended March 31, 2011 and $333,814 of which was previouslyrecognized in the year ended December 31, 2010. The outstanding New Senior Credit Facility was classified as a current and noncurrent liability at March 31, 2011 and December 31, 2010, respectively, based on the extended due date of March 1, 2012.

Notes Payable

As part of the acquisition of Maverick, the Company agreed to pay $5 million to Maverick’s selling stockholders over five years pursuant to non-interest bearing cash flow notes, subject to certain escrows, holdbacks and post-closing adjustments (“Cash Flow Notes”). The Cash Flow Notes, which are an obligation of Platinum and not part of the Maverick Chapter 11 proceedings, are payable quarterly at the rate of 50% of pre-tax net income generated by the Maverick business on a stand-alone basis in the preceding quarter. At the five year anniversary of the Cash Flow Notes, if the aggregate quarterly payments made pursuant to the formula described in the preceding sentence are less than $5 million, any shortfall will be converted into a one year term note, bearing interest at the prime rate plus 2% per annum, with principal and interest due in equal monthly installments over the twelve month term. The Cash Flow Notes can be accelerated by certain events, including change in control of Maverick.

The Cash Flow Notes were reduced by the amount of the working capital post-closing adjustment, which was determined by the Company to be $645,596. At the time the acquisition was completed, a discount of $1,320,404 was recorded and deducted from the Cash Flow Notes as these notes are non-interest bearing for the initial five years of their term, resulting in a net carrying value of the Cash Flow Notes on April 29, 2008 of $3,034,000. Accretion of the discount related to the Cash Flow Notes of $67,085 and $62,407 for the three months ended March 31, 2011 and 2010, respectively, was recognized as interest expense.

Maverick’s selling shareholders were comprised of a single majority shareholder, Robert L. Kovar, and several minority shareholders. The Cash Flow Notes are presented herein based on the Cash Flow Note issued to Mr. Kovar and the aggregate of the Cash Flow Notes issued to the minority selling shareholders.

On April 16, 2009, the Company received a written notice of acceleration from Robert L. Kovar Services, LLC (“Kovar”), as the stockholder representative, claiming the Company failed to make timely mandatory prepayments in the amount of $110,381 due under the terms of the Cash Flow Notes. The Company has not reclassified the long-term portion of these Cash Flow Notes to current liabilities. It is the Company’s position that Maverick generated pretax quarterly losses during the period April 29, 2008 through March 31, 2011, and as such the Company was not obligated to make any mandatory payments to the note holders. GAAP requires certain intangible assets to be amortized over their useful lives and for goodwill and intangible assets to be reviewed annually for potential impairment. The pretax income as calculated by Kovar did not include amortization expense or impairment charges related to intangible assets and goodwill in accordance with U.S. GAAP. These Cash Flow Notes are now the subject of litigation between Kovar and the Company as further described in Note 12.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 10 — Related Party Transactions

On September 1, 2010, A.R. Development Corporation, a related party, purchased the Senior Credit Facility and all rights to the security from Bank of Texas. The Company’s CEO at the time and also a continuingmember of the Company’s Board of Directors, Al Rahmani, is the owner of A.R. Development Corporation. See Note 9 for further discussion.

Note 11 — Income Taxes

The Company recognized a benefit for federal income taxes purposes of $18,075 for the three months ended March 31, 2011. No provision or benefit was recorded for the three months ended March 31, 2010.

At March 31, 2011, the Company has net operating loss carryforwards of approximately $23 million for federal income tax purposes (decrease of approximately $1.0 million from December 31, 2010). These net operating loss carryforwards may be carried forward in varying amounts, subject to certain limitations, until the time when they begin to expire in 2026 through 2031. In addition to any Section 382 limitations for change of control, uncertainties exist as to the future utilization of the operating loss carryforwards under the criteria set forth under ASC 740 and the Company has increased its valuation allowance at March 31, 2011 to approximately $10.2 million, an increase of roughly $0.1 million from December 31, 2010.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets in a reasonable period of time. In making this determination, it considers all available positive and negative evidence and makes certain assumptions, including, among other things, the deferred tax liabilities; the overall business environment; the historical earnings and losses; and its outlook for future years. At March 31, 2011 and December 31, 2010, the Company provided a full valuation allowance for its net deferred tax assets, as it is more likely than not that these assets will not be realized in a reasonable period of time. The Company’s effective tax rate differs from the statutory rate of approximately 35% for the three months ended March 31, 2011 and 2010, primarily due to state income taxes and the change in valuation allowance.

The Company currently does not have any uncertain tax positions. The Company’s tax years 2007 and forward are subject to examination.

Note 12 — Commitments and Contingencies

Litigation and Other Legal Matters

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 12 — Commitments and Contingencies (continued)

Continuing Operations – Platinum and subsidiaries included in continuing operations

Robert L. Kovar Litigation

Kovar Litigation #1

On December 3, 2008, Robert Kovar filed suit against Platinum alleging that he “Resigned for Good Reason” according to his employment contract. Mr. Kovar was seeking a Declaration Judgment that he had “Good Reason” to resign his employment at Platinum Energy and Maverick Engineering. Mr. Kovar also requested payment of the severance package, accelerated vesting of options and accelerated payment of a note held by Mr. Kovar, presented as Notes Payable – Kovar in Note 9, plus attorney fees and court costs.

On January 30, 2011, the presiding judge ruled in favor of the Company, denying Mr. Kovar’s claim for breach of his employment agreement and concluding that Mr. Kovar did not have “good reason” to terminate his employment with Platinum Energy, thus effectively extinguishing his portion of the Cash Flow Notes. The Company does not anticipate an extinguishment of the Cash Flow Notes issued to the former minority shareholders and has presented the amount due to the minority shareholders as a noncurrent liability of $782,192 at March 31, 2011 and December 31, 2010. The Company has continued to reflect the Kovar portion of the Cash Flow Notes, totaling $2,964,000 at March 31, 2011, as a non-current liability of the Company, pending the entry of the final judgment in the case and the outcome of any potential appeal by Mr. Kovar.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 12 — Commitments and Contingencies (continued)

On May 11, 2011, the parties went before the presiding judge to discuss the entry of the final judgment. The judge advised the Company that he will be signing the judgment and sending it to court for entry.

Kovar Litigation #2

On May 3, 2011, Platinum and Maverick Engineering. Inc. filed suit against Kovar, Robert L. Kovar (individually), Rick J. Guerra, and Walker, Keeling, & Carroll. L.L.P. (“WKC”) collectively (the Defendants”) alleging, among other things, a suit for declaratory judgment asking the court to declare that Platinum and Maverick are entitled to indemnification from the former Maverick stockholders, including Mr. Guerra and Mr. Kovar, for any damages they suffer as a result of a default on any note contained in the Maverick and PermSUB Merger Agreement. In addition, Platinum and Maverick asked the Court to declare that WKC breached the merger agreement by not stepping down as the Merger Escrow Agent. Platinum and Maverick have also sued to recover costs of court and attorneys’ fees.

On or about January 11, 2011, Platinum, Maverick and WKC entered into an agreement whereby they agreed to mutually release all claims against each other as of the date of the agreement, which resulted in WKC being removed as a defendant in the May 3, 2011 suit filed by Platinum and Maverick. None of the claims by or between any of the other parties was released.

On January 30, 2011, the presiding judge in the case ruled that Platinum is not entitled to indemnification from the former Maverick shareholders.

On March 2, 2011, the presiding judge denied Platinum’s request for attorney fees and awarded attorney fees to the former Maverick shareholders in the amount of $750,000. Although the Company intends to appeal the awarding of attorney fees, the Company has recorded an accrued liability of $750,000, in light of the January 30, 2011 unfavorable ruling. At March 31, 2011, this liability remains unpaid.

Kovar Litigation #3

On December 14, 2010, Robert L. Kovar Services, LLC filed suit against Robert L. Kovar and Kovar Mineral Partners on their guaranties of the Shareholder Notes. Platinum was sued as a third party defendant by Robert L. Kovar and Kovar Mineral Partners to seek indemnification for the guarantees. The Company believes the suit is without merit and denies any wrongdoing or liability in the matter. On May 10, 2011, the parties had their first hearing in order to establish the proper venue for this action.

The Company is vigorously defending itself. Although the Company believes the suit is without merit and expects to prevail, no assurance can be given with respect to the ultimate outcome. No liability has been accrued in connection with this suit.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 12 — Commitments and Contingencies (continued)

Meier Litigation

On October 20, 2009, Lisa Meier filed suit for breach of her employment contract. According to the Petition, Ms. Meier resigned for “good cause” and she is seeking severance pay. On June 10, 2009, Ms. Meier delivered to the Board of Directors of Platinum Energy Resources, her second notice of intent to resign for “Good Reason.” Ms. Meier’s first notice was submitted on October 23, 2008, less than three months after entering into her employment agreement, and subsequently withdrawn. The Board of Directors accepted Ms. Meier’s resignation, but stated that “good reason” did not exist. In March 2011, Ms. Meier and the Company agreed to release all claims against each other and dismiss the litigation.

~~The~~Environmental Board of Directors accepted Ms. Meier’s resignation, but stated that “good reason” did not exist. This matter is currently in the early phase of litigation. We believe that Ms. Meier’s claims are without merit and we intend to vigorously defend ourselves against these claims. There have been no changes in circumstances or events relating to this litigation since the discussion in the Company’s annual report.Contingencies

20Our activities are subject to local, state and federal laws and regulations governing environmental quality and pollution control in the United States. The drilling and production from wells, natural gas facilities, including the operation and construction of pipelines, plants and other facilities for transporting, processing, treating or storing natural gas and other products, are subject to stringent environmental regulation by state and federal authorities, including the Environmental Protection Agency (“EPA”). Such regulation can increase our cost of planning, designing, installing and operating such facilities.

Significant fines and penalties may be imposed for the failure to comply with environmental laws and regulations. Some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, such as oil and gas related products.

At the present time, the environmental laws do not materially hinder nor adversely affect our business. We believe we have abided by and are currently in compliance with all applicable environmental laws.

Discontinued Operations – Maverick Engineering, Inc.

CITGO Litigation

On October 14, 2009, Maverick Engineering filed suit in Harris County against CITGO Refining & Chemical Company, LP for Breach of Contract. According to the Petition, Maverick provided engineering services to CITGO, and CITGO has refused to pay for those services. Maverick is suing for recovery of $357,538, representing the outstanding accounts receivable balance due from CITGO on the date the suit was filed, plus damages, costs, attorney fees, interest, and other relief. In consideration of CITGO’s refusal to pay the outstanding amount the Company recorded a full allowance for doubtful collection of the $357,538 receivable during 2010. While Maverick has performed all terms, conditions, and covenants required under its contract with CITGO, it is too early in this litigation to be able to predict the outcome. Currently, this case is on hold due to the Maverick bankruptcy filing.

PLATINUM ENERGY RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(UNAUDITED)

Note 12 — Commitments and Contingencies (continued)

Maverick Engineering, Inc. Chapter 11 Reorganization

On November 24, 2010, Maverick filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code.

On March 22, 2011, the presiding judge signed an order extending the exclusivity period until May 23, 2011, and extending the period for soliciting acceptances of the plan of reorganization until July 23, 2011. On May 6, 2011, the presiding judge signed an order extending the exclusivity period until July 23, 2011, and extending the period for soliciting acceptances of the plan of reorganization until September 23, 2011.

Neither Platinum Energy Resources, Inc. nor any of its other subsidiaries are included in this bankruptcy filing.

Note 13 — Subsequent Events

In accordance with ASC855, the Company evaluated subsequent events through the date of these financial statements were available to be issued. There are no material subsequent events that require recognition or additional disclosure in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings.

The following discussion should be read in conjunction with our Consolidated Financial Statements and related Notes thereto included elsewhere in this report.

Overview

~~We consider~~Set ~~ourselves~~forth tobelow beare indiscussions ~~two lines~~ of ~~business~~our - (i) continuing operations as an independent oil and gas ~~exploration and~~ production company and (ii) discontinued operations as an engineering and construction services company.

i) In our oil and gas operations, we conduct oil and natural gas ~~exploration,~~ development, acquisition, and production. Our basic business model is to find and develop oil and gas reserves through development activities, and sell the production from those reserves at a profit. To be successful, we must, over time, be able to find oil and gas reserves and then sell the resulting production at a price that is sufficient to cover our finding costs, operating expenses, administrative costs and interest expense, plus offer an acceptable rate of return on our capital investment. We sell substantially all of our crude oil production under short-term contracts based on prices quoted on the New York Mercantile Exchange (“NYMEX”) for spot West Texas Intermediate contracts, less agreed-upon deductions which vary by grade of crude oil. The majority of our natural gas production is sold under short-term contracts based on pricing formulas which are generally market responsive. From time to time, we may also sell a portion of the gas production under short-term contracts at fixed prices.

(ii) Through our wholly-owned Maverick operation, we provide engineering and construction services primarily for three types of clients: (1) upstream oil and gas, domestic oil and gas producers and pipeline companies; (2) industrial, petrochemical and refining plants; and (3) infrastructure, private and public sectors, including state municipalities, cities, and port authorities. Maverick operates out of facilities headquartered in Victoria, Texas and operates primarily in Texas. The types of services provided include project management, engineering, procurement, and construction management services to both the public and private sectors, including the oil and gas business in which we are engaged as described above. Maverick is based in south Texas with offices in Corpus Christi, Victoria, and Houston.32

~~Like~~(ii) ~~all businesses~~Through ~~engaged~~our inwholly-owned ~~the~~Maverick ~~exploration~~operation, ~~and~~we ~~production~~provide ofengineering ~~oil~~ and ~~natural~~construction ~~gas,~~services ~~we face~~primarily ~~the~~for ~~challenge~~three types of ~~natural~~clients: ~~production~~(1) ~~declines.~~upstream Asoil ~~initial~~and ~~reservoir pressures are depleted~~gas, domestic oil and ~~natural~~ gas ~~production~~producers ~~from~~and apipeline ~~given~~companies; ~~well decreases.~~(2) ~~Thus~~industrial, anpetrochemical ~~oil~~and refining plants; and ~~natural~~(3) ~~gas~~infrastructure, ~~exploration~~private and ~~production~~public ~~company depletes~~sectors, ~~part~~including ofstate ~~its~~municipalities, ~~asset~~cities, ~~base~~and ~~with~~port ~~each~~authorities. ~~unit~~Maverick operates out of ~~oil~~facilities orheadquartered ~~natural~~in ~~gas~~Victoria, ~~it produces~~Texas and operates primarily in Texas. ~~Consequently~~On November 24, ~~key~~2010 to(the ~~our~~“Petition ~~success~~Date”), isMaverick ~~not~~filed ~~only~~a ~~finding~~voluntary ~~reserves~~petition ~~through developmental~~in ~~drilling,~~the ~~but~~United ~~also~~States byBankruptcy ~~exploiting~~Court ~~opportunities~~for ~~related~~the toSouthern ~~our existing~~District ~~production.~~of ~~For~~Texas ~~example,~~(the we“Bankruptcy ~~have~~Court”) ~~two~~seeking ~~fields,~~reorganization relief under the ~~Ira~~provisions ~~Unit~~of ~~located~~Chapter ~~in Scurry~~11 ~~County,~~of ~~Texas,~~Title ~~and~~11 of the ~~Ballard~~United ~~Unit~~States ~~located~~Code in(the ~~Eddy~~“Bankruptcy ~~County~~Code”). During November 2010, ~~New~~and ~~Mexico which~~in weconjunction ~~believe~~with ~~contain~~Maverick ~~substantial~~seeking ~~opportunities~~reorganization tounder ~~expand~~Chapter ~~and~~11 ~~enhance~~of ~~their existing~~the ~~waterflood~~Bankruptcy ~~capabilities.~~Code, ~~These~~Platinum ~~projects~~determined ~~will~~it ~~require~~would ~~capital~~sell, inor ~~the form~~otherwise dispose of, ~~money~~its entire ownership interest in Maverick and ~~expertise~~discontinue its engineering services operating segment.

21From time to time, we may make strategic acquisitions in our oil and natural gas business if we believe the acquired assets offer us the potential for reserve growth through additional developmental drilling activities. However, the successful acquisition of oil and natural gas properties requires assessment of many factors, which are inherently inexact and may be inaccurate, including future oil and natural gas prices, the amount of recoverable reserves, future operating costs, future development costs, failure of titles to properties, costs and timing of plugging and abandoning wells and potential environmental and other liabilities.

Furthermore, like all businesses engaged in the production of oil and natural gas, we face the challenge of natural production declines. As initial reservoir pressures are depleted, oil and natural gas production from a given well decreases. Thus, an oil and natural gas production company depletes part of its asset base with each unit of oil or natural gas it produces. Consequently, key to our success is not only finding reserves through developmental drilling and strategic acquisitions, but also by exploiting opportunities related to our existing production. For example, we have two fields, the Ira Unit located in Scurry County, Texas, and the Ballard Unit located in Eddy County, New Mexico which we believe contain substantial opportunities to expand and enhance their existing waterflood capabilities. These projects will require capital in the form of money and expertise.

Results of Operations

Set forth below are:

(A) A discussion of the results of continuing operations for Platinum Energy Resources, Inc. ("Platinum") for the ~~three~~period ~~and nine months~~ ended ~~September~~March 3031, ~~2010,~~2011 as compared to the ~~three~~period ~~and nine months~~ ended ~~September~~March 3031, ~~2009~~2010; and

(B) A discussion of the results of discontinued operations for ~~our~~Maverick ~~oil~~Engineering, ~~and~~Inc. ~~gas~~(“Maverick”) ~~entities~~ for the ~~three~~period ~~and nine months~~ ended ~~September~~March 3031, ~~2010,~~2011 as compared to the ~~three~~period ~~and nine months~~ ended ~~September~~March 3031, ~~2009; and~~2010.

~~(C)~~The Afollowing discussion of the results of operations for ~~our~~Platinum ~~engineering~~ and ~~construction~~Maverick ~~services business~~ for the ~~three~~period ~~and nine months~~ ended ~~September~~March 3031, ~~2010,~~2011 as compared to the ~~three~~period ended March 31, 2010 should be read in conjunction with our Consolidated Financial Statements and ~~nine~~related ~~months~~Notes ~~ended~~thereto ~~September~~included ~~30,~~elsewhere ~~2009~~in this report.

(A) - Results of Continuing Operations - Platinum

For the three months ended ~~September~~March 3031, ~~2010~~2011 as compared to the three months ended ~~September~~ 30March 31, ~~2009~~2010

OnFor ~~a consolidated~~the ~~basis~~quarter weended ~~had~~March 31, 2011, our revenues for continuing operations were $5.7 million, resulting in a net loss from continuing operations of ~~approximately~~$63,245 or $30.900 loss per share. For the quarter ended March 31, 2010, our revenues for continuing operations were $6.1 million, resulting in a net loss from continuing operations of $854,450 or $0.04 loss per share. The 6.0 percent decrease in total revenues was primarily due to a decrease in production. The decrease in production was due to shut downs in several fields resulting from wild fires in West Texas and rolling power outages and freezing conditions throughout Texas and New Mexico during January and February. The average oil price we obtained on our product sales for the three ~~month~~months ~~period~~ended March 31, 2011 was $83,69, compared to $75.19 for the three months ended ~~September~~March 3031, 2010. The average gas price we obtained for our product for the three months ended March 31, 2011 was $4.56 per Mcf, as compared to ~~net~~ ~~income of~~$5.74 ~~approximately~~for ~~$124~~the three months ended March 31,~~000~~ 2010. Production on a BOE basis decreased 12.9% from 92,821 BOE’s during the ~~comparative~~three ~~period~~months ended ~~September~~March 3031, ~~2009~~ 2010, to 80,832 BOE’s during the three months ended March 31, 2011.

~~Our~~Oil ~~general~~ and ~~administrative~~gas ~~expenses,~~production ~~other~~costs ~~than~~in ~~those~~the ~~attributable~~form toof ~~our oil~~lease ~~and~~operating ~~natural~~expense ~~gas~~on ~~assets~~a ~~and~~BOE ~~our~~basis ~~engineering~~increased ~~services~~by ~~business,~~37.9% percent from $24.68 to $34.05 for the three months ended ~~September~~March 3031, 2010 ~~were~~and ~~$738~~2011,~~000,~~ asrespectively. ~~compared~~The toincrease ~~approximately $277,000~~was due primarily for ~~the~~repairs ~~three~~to ~~months~~damaged ~~ended~~equipment ~~September~~caused ~~30,~~by ~~2009~~hard freezes and wildfires across Texas. ~~The~~ ~~increase of~~Other ~~$461~~factors outside management control,~~000~~ ~~was~~such as third party service availability and the ~~result~~availability of ~~increased~~ ~~legal~~adequate ~~expenses~~technical ~~due~~and tofield ~~pending litigation~~staff, ~~the~~could ~~accrual~~have ofan ~~bonuses,~~adverse ~~and~~effect ~~the~~on ~~hiring~~lease ofoperating ~~new personnel~~costs in the future.

~~For~~ Depletion expense for oil and gas properties was $1.1 million and $1.5 million for the ~~nine~~three months ended ~~September~~March 3031, 2011 and 2010, asrespectively. This represents a decrease of $0.4 million, or 27 percent, during the quarter ended March 31, 2011 compared to the ~~nine~~quarter ~~months~~ ended ~~September~~ 30March 31, ~~2009~~2010. The decrease was related to lower carrying values of oil and gas properties, as well as lower production volumes during the 2011 period.

OnOur ~~a consolidated~~general ~~basis~~and weadministrative ~~had~~expenses afor ~~net~~the ~~loss~~three ofmonths ~~approximately~~ended March 31, 2011 were $21.3 million as compared to $1.5 million ~~during~~for the ~~nine~~ three months ended ~~September~~March 3031, 2010,. The ~~compared~~decrease ~~to a net loss~~ of ~~approximately~~ $80.92 million ~~during~~over the ~~comparative~~prior ~~period~~year ~~ended~~was ~~September~~attributable 30to reduced professional and consulting fees, ~~2009~~ as well as a decrease in legal fees.

Our general and administrative expenses, other than those attributable to our oil and natural gas assets and our engineering services business, for the nine months ended September 30, 2010 was $1.61 million as compared to approximately $1.98 million for the nine months ended September 30, 2009. The decrease of $370,000 was the result of a lower head count and continued monitoring of cost controls.

(B) - Results of Operations - Oil and Gas

For the Three Months Ended September 30, 2010 as compared to the Three Months Ended September 30, 2009

Our revenues from oil and natural gas sales for the three months ended September 30, 2010 and 2009 declined slightly at $4.4 million and $4.7 million, respectively. The average oil price we obtained on our product sales for the three months ended September 30, 2010 was $71.52, compared to $65.07 for the three months ended September 30, 2009. The average gas price we obtained for our product for the three months ended September 30, 2010 was $3.28 per Mcf, as compared to $3.54 per Mcf for the three months ended September 30, 2009. Production on a BOE basis decreased 20% from 93,014 BOE during the three months ended September 30, 2009 to 77,481 BOE’s during the three months ended September 30, 2010. The decrease in production was a result of several fields, including the Ira, Lothian, and Tomball Fields, being shut-in for various maintenance issues. Some of these issues have since been corrected and we anticipate that volumes will increase in the near future. These decreases were partially offset by the completion of the Ball #25 well during July 2010, as well as benefits from the workover program in the Lothian Field in Southeast New Mexico. The Company continues to work on its workover program that was adopted in February 2010. We expect production to return to higher levels once the workover program is completed in its entirety. The Company expects to complete the workover program late in the fourth quarter 2010 or the first quarter 2011.

Oil and gas production costs in the form of lease operating expense on a BOE basis increased by 59% from $23.22 to $37.06during the three months ended September 30, 2009 and 2010, respectively. The increase was due primarily to workover programs put in place to improve the operating efficiency of the wells and the expensing of the related workover costs. During the three months ended September 30, 2010, we incurred nonrecurring lease operating costs totaling $310,994, or $4.12 per BOE, as part of a broad workover program. Other factors outside management control, such as third party service availability and the availability of adequate technical and field staff, could have an adverse effect on lease operating costs in the future.

Depletion expense for oil and gas properties was $871,000 and $1,284,000 for the three months ended September 30, 2010 and 2009, respectively. This represents a decrease of $413,000, or 32.2%, during the three months ended September 30, 2010 compared to the three months ended September 30, 2009. The decrease was related to a lower carrying value of our oil and gas properties as a result of the ceiling test impairment recorded as of December 31, 2009 and lower production volumes.

We also incurred unrealized losses of $5,330,000 for the three months ended September 30, 2010 as compared to unrealized gains of approximately $858,000 during the three months ended September 30, 2009 on the value of certain derivative contracts on crude oil. The change was due to the volatility in the price of oil.

Supplemental Oil and Gas Information

The following information is intended to supplement the unaudited consolidated financial statements included in this report with data that is not readily available from those statements.

	Three Months Ended September 30,
	Three Months Ended March 31,
	2010		2009
	2011		2010
Production
Oil (Bbls)		55,142		62,201
Oil (Bls)		62,273		67,099
Gas (Mcf)		~~134~~111,~~035~~354		~~184~~154,~~878~~332
Boe (Bbls)		77.481		93,014
Boe (Bls)		80,832		92,821
Average Prices (a)
Average Prices
Oil ($/Bbl)	$	7183.5269	$	6575.0719
Gas ($/Mcf)	$	34.2856	$	35.5474
Average Lifting Cost
Per Boe	$	3734.0605	$	2324.2268

(a) The Company accrued revenue for production and sales for months in which sales have not settled in the market. Volumes and prices per unit for each reporting period include current estimates and changes to estimates made in prior periods to reflect actual results. The price we received for production during the month of September was estimated to be $76.32 per barrel and $5.12 per Mcf.34

~~For the Nine~~(B) ~~Months~~- ~~Ended~~Results ~~September~~of ~~30,~~Discontinued ~~2010 as~~Operations ~~compared~~- ~~to the~~Engineering ~~Nine Months~~Services ~~Ended September 30, 2009~~(Maverick)

~~Our revenues~~For ~~from oil and gas sales for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2010 were~~2011 ~~$15~~as million. Oil and gas sales for the nine months ended September 30, 2009 were $12.5 million. The 20% increase in oil and gas revenues, or $2.5 million, was due to an increase in commodity prices during the nine months ended September 30, 2010. The average oil price we obtained on our product sales for the nine months ended September 30, 2010 was $76.01, compared to ~~$52.17 for~~ the ~~nine~~ ~~months~~three ~~ended September 30, 2009. The average gas price we obtained for our product for the nine~~ months ended ~~September~~March 3031, ~~2010~~ was $4.39 per Mcf, as compared to $3.28 for the nine months ended September 30, 2009. Production on a BOE basis decreased 22.6% from 300,836 BOE’s during the nine months ended September 30, 2009, to 234,736 BOE’s during the nine months ended September 30, 2010.

~~Oil~~Revenues ~~and gas~~for ~~production costs in~~ the ~~form~~three ofmonths ~~lease~~ended ~~operating~~March ~~expense~~31, on2011 aand ~~BOE~~2010 ~~basis increased~~were by $83.814 ~~per~~million ~~BOE,~~and or$4.6 ~~37%~~million, ~~from $23~~respectively.~~58 per~~ Gross ~~BOE~~margin ~~during the nine~~performance ~~months~~for ~~ended~~these ~~September~~periods ~~30, 2009~~was toa ~~$32~~negative 3.3946% ~~per~~and ~~BOE during the nine months ended September 30~~0.17%, ~~2010~~respectively. The ~~increase~~decline ~~was~~in ~~due~~first ~~primarily~~quarter togross ~~workover programs~~margin ~~put~~was inprimarily ~~place~~due to ~~improve~~a ~~the~~lower ~~operating~~head ~~efficiency~~count ofleading ~~the~~to ~~wells.~~lower ~~During the~~service ~~nine months ended September 30~~revenue, ~~2010,~~Maverick wehad ~~incurred~~approximately ~~nonrecurring~~100 ~~lease operating~~employees ~~costs~~at ~~totaling~~March $131,~~269,572,~~ or2011 $5vs.45 ~~per~~approximately ~~BOE,~~128 asat ~~part~~March of31, a2010. Engineering ~~broad workover~~services ~~program. Other~~reported ~~factors~~pretax ~~outside~~losses ~~management~~of ~~control~~$241,457 ~~such~~and ~~as third~~$84,904 ~~party~~in ~~service availability and~~ the ~~availability~~three ofmonths ~~adequate~~ended ~~technical~~March ~~and field staff~~31, ~~could~~2011 ~~have~~and anthe ~~adverse~~three ~~effect~~months onended ~~lease~~March ~~operating~~31, ~~costs~~2010, ~~in the future~~respectively.

Depletion expense for oil and gas properties was $3,084,000 and $4,258,000 for the nine months ended September 30, 2010 and 2009, respectively. This represents an decrease of $1,174,000, or 27.6%, during the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. The decrease was related to a lower carrying value of our oil and gas properties as a result of the ceiling test impairment recorded as of December 31, 2009.

We also incurred unrealized losses of $4,173,000 for the nine months ended September 30, 2010 as compared to unrealized losses of approximately $8,186,000 during the nine months ended September 30, 2009 on the value of certain derivative contracts on crude oil. The change was due to the volatility in the price of oil.

Supplemental Oil and Gas Information

The following information is intended to supplement the unaudited consolidated financial statements included in this report with data that is not readily available from those statements.

	Nine Months Ended September 30,
	2010		2009
Production
Oil (Bbls)		176,552		201,900
Gas (Mcf)		349,103		593,617
Boe (Bbls)		254,736		300,836
Average Prices (a)
Oil ($/Bbl)	$	76.01	$	52.17
Gas ($/Mcf)	$	4.39	$	3.28
Average Lifting Cost
Per Boe	$	32.39	$	23.58

For the three months ended September 30, 2010 as compared to the three months ended September 30, 2009

Revenues for the three months ended September 30, 2010 and the three months ended September 30, 2009 were $4.4 million and $4.8 million, respectively. Gross margin performance for these periods was 8.5% and 12.6%, respectively. The decline in revenues for the period ending September 30, 2010 was caused by a reduction in revenues from the Oil & Gas and Survey business lines partially offset by increases in the Industrial business line. The reduction in the Oil & Gas and Survey business line were due to an overall slowdown in business demand; however, the Survey business line has received new contracts which will be reflected in higher revenues in the upcoming quarters. The Industrial business line revenue increased due to contracts being signed with new clients. Engineering services reported pretax losses of $92,911 and $239,973 in the three months ended September 30, 2010 and 2009, respectively.

For the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009

Revenues for the nine months ended September 30, 2010 and the nine months ended September 30, 2009 were $13.2 million and $14.8 million, respectively. Gross margin performance for these periods was 4.35% and 6.83%, respectively. The decline in gross margin at September 30, 2010 was caused by a simultaneous work slowdown in our Oil & Gas and Survey business lines, largely as a result of project curtailments as clients adjusted to the slowdown in the U.S. economy. Engineering services reported pretax losses of $813,256 and $2,094,112 in the nine months ended September 30, 2010 and 2009, respectively.

Liquidity and Capital Resources

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred significant losses, resulting in cumulative losses of $113,747,702 through September 30, 2010. At September 30, 2010 the Senior Credit Facility balance was approximately $5.15 million. The Company’s current cash on hand of $2,395,820 is not adequate to satisfy the debt. Also, the Company has negative working capital of $8,168,992. Currently the Company is looking at various ways of correcting these issues, including exploring joint venture opportunities as well as a thorough analysis of our specific assets for potential divestiture. Further the Company has assets and liabilities that could be affected by unfavorable outcomes of litigation in progress.

Capital Resources

At ~~September~~ 30March 31, ~~2010~~2011, we had cash and cash equivalents of $2,~~395~~453,~~820~~011 and negative working capital of $84,~~168~~219,~~992~~569, compared to cash and cash equivalents of $21,~~941~~307,~~939~~745 and ~~negative~~positive working capital of $13321,~~453,250~~458 atas of December 31, ~~2009~~ 2010. The ~~improved~~change in working capital position was primarily attributable to ~~cash received~~the inclassification ~~settlement~~ of ~~derivative~~$5,414.775 ~~contracts~~representing ~~and~~our ~~payments~~New ~~made~~Senior ~~against~~Credit ~~our outstanding~~Facility ~~Senior~~as ~~Secured~~a ~~Facility~~current ~~loan~~liability ~~balance~~due to its maturation on March 1, 2012.

~~On September~~Operating 1,activities ~~2010,~~from ~~A.R.~~continuing ~~Development~~operations ~~Corporation,~~provided acash ~~company~~during ~~owned~~2011 ~~and controlled by our CEO, purchased the Senior Credit Facility and all rights to the ancillary security from Bank~~ of ~~Texas. On September~~ $1, ~~2010~~601, ~~the Bank of Texas extension~~822, ~~which~~versus ~~was~~cash ~~granted~~provided onby ~~August~~operations 6,of ~~2010~~$2,037,977 ~~was~~during ~~expiring. A.R. Development Corporation purchased~~ the ~~note~~2010 ~~in order to keep the Bank of Texas from potentially foreclosing on the assets of the Company~~quarter. The ~~modified~~ ~~Senior~~decrease ~~Credit~~in ~~Facility~~operating iscash ~~secured~~flow byfor ~~substantially all of~~ the ~~Company’s proved~~quarter ~~oil~~ended ~~and~~March ~~gas~~31, ~~assets as well as substantially all of the derivative financial instruments. At the time of the purchase~~2011, ~~the balance on the Senior Credit Facility~~ was ~~$4.98~~primarily ~~million. The~~attributable ~~modified~~to ~~Senior Credit~~less ~~Facility~~favorable ischanges ~~denoted~~ in ~~Canadian~~working ~~dollars. The~~capital ~~Company~~items ~~intends to~~than ~~payoff~~in the ~~Senior~~quarter ~~Credit~~ended ~~Facility out of cash flow or request for an extension of the maturity of the note~~2010.

~~Going~~Investing ~~forward,~~activities ~~the~~used ~~Company’s~~cash ~~long-term strategy~~during is2011 toof ~~maximize~~$456,556, ~~the~~versus ~~potential~~cash ofprovided ~~currently owned-properties. This~~by ~~maximization~~investing ~~will~~activities ~~consist~~ of ~~workovers~~$181,127 ~~on current~~during ~~wells~~the as2010 ~~well as new infield drilling~~period. The ~~Company~~decrease ~~is actively~~in ~~seeking~~cash ~~additional~~flow ~~outside~~from ~~capital~~investing toactivities ~~allow~~for it2011 towas ~~accelerate~~primarily ~~the implementation~~attributable ~~of its growth strategy, and such new capital infusion may take several forms. There is no guarantee that the Company will be able~~ to ~~raise~~ ~~outside~~decreased ~~capital. Without~~activity ain ~~significant~~settlements ~~infusion~~ of ~~new~~derivative ~~capital, the~~contracts ~~Company~~and ~~believes~~increased ~~that~~purchases itof ~~can~~property ~~finance the well workovers~~ and ~~new infield drilling and generate new cash flows to the Company, but only at a pace that can be supported by cash flows~~equipment. .

~~Operating activities~~There ~~provided~~were ~~cash~~no ~~during~~financing ~~the~~activities ~~nine~~from ~~months~~continuing ~~ended~~operations ~~September~~during ~~30,~~the ~~2010~~2011 ~~of $2~~quarter,~~254,192,~~ versus ~~cash used by operations of~~ $~~905~~20,~~197~~015 used during the ~~2009~~ 2010 period. ~~The~~ Financing ~~improved~~activities ~~operating~~in ~~cash flow for~~ the ~~nine months ended September 30,~~ 2010, ~~was primarily attributable to decreased net loss for the 2010~~ period asconsisted ~~compared~~of toa ~~the~~final ~~2009~~loan ~~period, and favorable changes in working capital items for the 2010 period~~payment.

~~Investing~~The ~~activities~~Company ~~provided~~expects ~~cash during~~to ~~the~~secure ~~nine~~additional ~~months~~lending ~~ended September 30, 2010 of $5,349,819, versus cash used~~ in ~~investing activities of $384,331during~~ the ~~2009~~near ~~period. The improved~~future ~~cash flow from investing activities for 2010 was primarily attributable~~ to ~~the~~fund ~~settlement~~asset ofdevelopment ~~derivative contracts and reduced capital expenditures during the 2010 period. The Company received $6~~projects,~~001,768~~ in(See ~~the~~Capital ~~2010 period~~Expenditures ~~for the settlement of derivative contracts~~below,) as ~~compared~~well toas ~~$1,165,930 during~~assist ~~the 2009 period. The Company had additions to property and equipment~~ in ~~the~~general ~~2010~~working ~~period~~capital ~~of $606,572 versus $1,550,261 of additions during the 2009 period~~needs.

~~Financing~~The ~~activities~~Company’s ~~used~~decision ~~cash~~to ~~of $8,150,130~~place ~~during~~its ~~the~~wholly-owned ~~nine~~subsidiary, ~~months~~Maverick, ~~ended~~in ~~September~~a ~~30,~~Chapter ~~2010~~11 proceeding, ~~versus~~and ~~using~~its ~~cash~~plan to dispose of ~~$94~~ the related operations going forward,~~129~~ ~~during~~should have minimal impact to the ~~2009~~Company’s ~~period~~future cash flows. ~~The~~ ~~2010~~Since ~~period~~its ~~used~~acquisition, ~~proceeds received~~Maverick ~~from~~has not generated negligible positive cash flows, and for the ~~settlement~~quarters ofended ~~derivative~~March ~~contracts~~31, 2011 and ~~excess~~2010, ~~cash~~Maverick, onbefore ~~hand~~considering ~~to reduce~~funding received from the ~~Senior~~parent, ~~Credit~~had ~~Facility~~total ~~with~~positive ~~Bank~~cash flows of ~~Texas~~approximately by$19,838 and positive cash flows of $8697,779, respectively.~~1 million. The~~ During ~~2009~~the ~~period~~three ~~includes~~months ended March 31, 2011 the ~~impact~~Company ofhas provided $1162,~~000,000~~036 in ~~proceeds~~ ~~received~~additional ~~from~~funding ~~the~~to ~~Senior~~Maverick ~~Credit~~for ~~Facility~~operating ~~with~~purposes ~~Bank~~Since the filing of ~~Texas. No~~ ~~such~~the ~~proceeds~~Chapter ~~were~~11 ~~received~~petition inthe Company has incurred expenses related to the ~~2010 period~~reorganization effort of $140,800.

Capital Expenditures - Oil and Gas Development

The reserve report prepared as of December 31, ~~2009~~2010 assumes that we will ~~not~~ spend ~~any~~ ~~capital~~approximately ~~expenditures~~$33 inmillion ~~2010~~ to exploit oil ~~and~~& gas ~~opportunities~~assets. Our primary focus since the beginning of the year has been to control our operating costs~~. As~~ ~~cash~~and ~~flow~~stabilize ~~allows, we may commence a limited drilling or continue~~ our ~~workover~~existing ~~program in order to stem the natural decline associated with our current~~ production. The execution of any capital program is dependent on the availability of technical and field staff, product pricing, rig availability and an implementation of corporate strategy. Through ~~September~~March 3031, ~~2010~~ 2011 we have incurred capital expenditures of approximately $~~607~~138,000, primarily related to the ~~drilling~~completion of the Ball #2526 ~~well~~in Palo Pinto County.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934.

Critical Accounting Policies:

Use of Estimates

~~Full Cost and Impairment of Assets~~35

~~We account~~Accounting for ~~our oil and natural gas exploration and development activities using the full cost method of accounting. Under this method~~Reorganization, ~~all~~Assets ~~costs~~Held ~~incurred~~For inSale ~~the acquisition, exploration~~ and ~~development~~Discontinued of oil and natural gas properties are capitalized. Costs of non-producing properties, wells in the process of being drilled and significant development projects are excluded from depletion until such time as the related project is developed and proved reserves are established or impairment is determined. At the end of each quarter, the net capitalized costs of our oil and natural gas properties, as adjusted for asset retirement obligations, is limited to the lower of unamortized cost or a ceiling, based on the present value of estimated future net revenues, net of income tax effects, discounted at 10%, plus the lower of cost or fair market value of our unproved properties. Revenues are measured at unescalated oil and natural gas prices at the end of each quarter, with effect given to cash flow hedge positions. If the net capitalized costs of oil and natural gas properties exceed the ceiling, we are subject to a ceiling test write-down to the extent of the excess. A ceiling test write-down is a non-cash charge to earnings. It reduces earnings and impacts stockholders’ equity in the period of occurrence and results in lower DD&A expense in future periods.Operations

~~There~~The ~~is a~~consolidated ~~risk~~financial ~~that~~statements wehave ~~will~~been beprepared ~~required~~in toaccordance ~~write~~with ~~down~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852-10-45, Reorganizations - Other Presentation Matters (“ASC 852”). ASC 852 does not change the ~~carrying~~application ~~value~~of GAAP in the preparation of ~~our~~the ~~oil~~Company’s ~~and natural~~financial ~~gas~~statements. ~~properties~~However, ~~when~~for ~~oil~~periods including and ~~natural~~subsequent ~~gas~~to ~~prices~~the ~~decline.~~filing Ifof ~~commodity prices~~a ~~deteriorate~~Chapter 11 petition, itASC is852 ~~possible~~does require that wethe ~~could~~financial ~~incur~~statements ~~impairment~~distinguish intransactions ~~future periods~~and events that are directly associated with the reorganization from those that are associated with the ongoing operations of the business.

Due to the Company’s decision to discontinue the engineering services line of business and sell, or otherwise dispose of, its ownership of Maverick, the Company’s consolidated financial statements have also been prepared in accordance with ASC Topic 205-20, Discontinued Operations, and ASC Topic 360-10-45, Other Presentation Matters. Assets held for sale were $3,367,722 and $3,455,241 as of March 31, 2011 and December 31, 2010, respectively. Assets held for sale include all assets of Maverick.

In accordance with ASC 852, Maverick (i) separated liabilities that are subject to compromise from liabilities that are not subject to compromise and (ii) distinguished transactions and events that are directly associated with the reorganization from those that are associated with the ongoing operations of the business. Maverick’s liabilities subject to compromise and liabilities not subject to compromise are presented combined, as liabilities related to assets held for sale, in the Company’s consolidated financial statements.

Expenses incurred and settlement impacts due to the Chapter 11 cases are reported separately as reorganization expenses, net on Maverick’s Statements of Operations. For the three months ended March 31, 2011, reorganization expenses were $76,309 and consisted of legal fees. Interest expense related to pre-petition indebtedness has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases, is permitted by Bankruptcy Court approval or is expected to be an allowed claim.

The pre-petition liabilities subject to compromise, including claims that become known after a petition is filed, are reported on the basis of the expected amount of the allowed claims, as opposed to the amounts for which those allowed claims may be settled. These expected allowed claims require management of Maverick to estimate the likely claim amount that will be allowed by the Bankruptcy Court prior to its ruling on the individual claims. These estimates are based on reviews of claimants’ supporting material, obligations to mitigate such claims, and assessments by management and third-party advisors. The Company expects that its estimates, although based on the best available information, will change as the claims are resolved by the Bankruptcy Court.

Oil and Gas Properties and Ceiling Test

We account for our oil and natural gas exploration and development activities using the full cost method of accounting. Under this method, all costs incurred in the acquisition, exploration and development of oil and natural gas properties are capitalized. Costs of non-producing properties, wells in the process of being drilled and significant development projects are excluded from depletion until such time as the related project is developed and proved reserves are established or impairment is determined.

Under the full cost method of accounting, a ceiling test is performed quarterly. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test determines a limit on the carrying value of oil and gas properties. The capitalized costs of proved oil and gas properties, net of accumulated depreciation, depletion, amortization, and impairment and the related deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, excluding future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, generally using current prices (with consideration of price changes only to the extent provided by contractual arrangements) as of the date of the latest balance sheet presented and including the effect of derivative instruments that qualify as cash flow hedges, discounted at 10%, net of related tax effects, plus the cost of unevaluated properties and major development projects excluded from the costs being amortized. If capitalized costs exceed this limit, the excess is charged to expense and reflected as additional accumulated depreciation, depletion, amortization and impairment. In the application of the full cost method, the term “current price” means the average price during the 12-month period prior the end of the entity's fiscal year determined as the un-weighted arithmetical average of the prices on the first day of each month within the 12-month period.

Depletion

Provision for depletion of oil and natural gas properties under the full cost method is calculated using the unit of production method based upon estimates of proved developed oil and natural gas reserves with oil and natural gas production being converted to a common unit of measure based upon their relative energy content. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. The cost of any impaired property is transferred to the balance of oil and natural gas properties being depleted.

~~Significant Estimates and Assumptions~~36

In arriving at rates under the unit-of-production method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers, which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expense.

Oil and Gas Reserves

~~(1)~~ Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. The accuracy of a reserve estimate depends on the quality of available geological and engineering data, the precision of the interpretation of that data, and judgment based on experience and training. We have historically engaged an independent petroleum engineering firm to evaluate our oil and gas reserves. As a part of this process, our internal reservoir engineer and the independent engineers exchange information and attempt to reconcile any material differences in estimates and assumptions.

~~(2)~~ Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.

~~(3)~~ Estimates of proved reserves do not include the following: (A) oil that may become available from known reservoirs but is classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil, natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude oil, natural gas, and natural gas liquids, that may be recovered from oil ~~shales~~ shale, coal, ~~gilsonite~~ and other such sources.

26Valuation of Proved Undeveloped Properties

Valuation of proved undeveloped properties

Placing a fair market value on proved undeveloped properties, commonly referred to as “PUDs” is very subjective since there is no quoted market for them. The negotiated price of any PUD between a willing seller and willing buyer depends on the specific facts regarding the PUD, including:

· ~~the~~The location of the PUD in relation to known fields and reservoirs, available markets and transportation systems for oil and gas production in the vicinity, and other critical services;

· ~~the~~The nature and extent of geological and geophysical data on the PUD;

· ~~the~~The terms of the leases holding the acreage in the area, such as ownership interests, expiration terms, delay rental obligations, depth limitations, drilling and marketing restrictions, and similar terms;

· ~~the~~The PUDs risk-adjusted potential for return on investment, giving effect to such factors as potential reserves to be discovered, drilling and completion costs, prevailing commodity prices, and other economic factors; and

· ~~the~~The results of drilling activity in close proximity to the PUD that could either enhance or condemn the prospect ’s chances of success.

Hedging Activities

From time to time, we utilize derivative instruments, consisting of swaps, floors and collars, to attempt to reduce our exposure to changes in commodity prices and interest rates. We account for our derivatives in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS No. 133 requires that all derivative instruments be recognized as assets or liabilities in the balance sheet, measured at fair value. The accounting for changes in the fair value of a derivative depends on both the intended purpose and the formal designation of the derivative. Designation is established at the inception of a derivative, but subsequent changes to the designation are permitted. We have elected not to designate any of our derivative financial contracts as accounting hedges and, accordingly, account for these derivative financial contracts using mark-to-market accounting. Changes in fair value of derivative instruments which are not designated as cash flow hedges are recorded in other income (expense) as changes in fair value of derivatives. Hedging is a strategy that can help a company to mitigate the volatility of oil and gas prices by limiting its losses if oil and gas prices decline; however, this strategy may also limit the potential gains that a company could realize if oil and gas prices increase.

For the three months ended March 31, 2011 and 2010, we reported net losses of $212,200 and $1,305,806 on the change in value of our derivative contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Interest Rate Risk

At ~~September~~ 30March 31, ~~2010~~2011 our oil and gas subsidiaries had approximately $5.4 million in outstanding borrowings associated with their credit facility with ~~our~~a ~~CEO~~major bank and our engineering services subsidiary had $8.41 million in outstanding borrowings under term notes with the selling shareholders from whom we acquired Maverick, our engineering services business. The company expects the Cash Flow notes payable to Robert Kovar to be legally extinguished upon receipt of the signed court decision from the presiding judge, as such, the company does not consider there to be any risk associated with the interest of the balance presented in the financial statements.

Price Risks

See Note 6 within the financial statements in Item 1 for a description of our price risks and price risk management activities.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of ~~September~~ 30March 31, ~~2010~~2011. Based on that evaluation, the Company’s Principal executive officer concluded that the Company’s disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2010~~2011 due to material weaknesses in our internal controls related to inadequate staffing within our accounting department and upper management, lack of consistent policies and procedures, inadequate monitoring of controls, inadequate disclosure controls and significant turnover among the staff and officers of the Company. It is Management’s plan to remediate the internal control material weakness by implementing new controls and procedures that combined will improve the quality of the financial reporting process.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Commission’s rules and forms. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can provide only reasonable assurance regarding management’s control objectives. Management does not expect that its disclosure controls and procedures will prevent all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance, and cannot guarantee that it will succeed in its stated objectives.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the first ~~nine~~quarter ~~months~~ of ~~2010~~2011 that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

OTHER INFORMATION

Item 1. Legal Proceedings.

~~Exxon Litigation~~Robert L. Kovar v. Platinum Energy Resources

~~On January 16th,~~Kovar ~~2008,~~Litigation Exxon Mobil Corporation filed a petition in the 270 th District Court of Harris County, Texas, naming us as a defendant along with TEC and a third party, Merenco Realty, Inc., demanding environmental remediation of certain properties in Tomball, Texas. In 1996, pursuant to an assignment agreement, Exxon Mobil sold certain oil and gas leasehold interests and real estate interests in Tomball, Texas to TEC’s predecessor in interest, Merit Energy Corporation. In 1999, TEC assigned its 50% undivided interest in one of the tracts in the acquired property to Merenco, an affiliate of TEC, owned 50% by our Chairman of the Board, Tim Culp. In October 2007, the Texas Railroad Commission notified Exxon Mobil of an environmental site assessment alleging soil and groundwater contamination for a site in the area of Tomball, Texas. Exxon Mobil believes that the site is one which was sold to TEC and claims that TEC is obligated to remediate the site under the assignment agreement. Exxon Mobil has requested that the court declare the defendants obligated to restore and remediate the properties and has requested any actual damages arising from breach and attorneys’ fees. We believe that Exxon Mobil’s claim that TEC is responsible for any remediation of such site is without merit and we intend to vigorously defend ourselves against this claim. However, no assurance can be given that we will prevail in this matter and we currently are not able to estimate the range of possible exposure or loss, if any, that might result from this litigation. We acquired substantially all the assets and liabilities of TEC in the TEC acquisition. Merenco was not acquired by us in the TEC acquisition and our Chairman, Tim Culp, continues to have a 50% ownership interest in Merenco. Currently the Court has indicated a willingness to put the case on hold pending completion of the Railroad Commission investigation.#1

On ~~August 16~~December 3, ~~2010~~2008, ~~the~~Robert ~~order~~Kovar ~~issued~~filed ansuit ~~order~~against toPlatinum ~~the~~alleging ~~halt~~that ~~the~~he ~~case~~“Resigned for Good Reason” according to his employment contract. ~~However, the~~ Mr. ~~court~~Kovar ~~has~~was ~~the~~seeking ~~right~~a Declaration Judgment that he had “Good Reason” to ~~reopen~~resign ~~the~~his ~~case~~employment inat Platinum Energy and Maverick Engineering. Mr. Kovar also requested payment of the ~~future~~severance package, accelerated vesting of options and accelerated payment of a note held by Mr. ~~The~~ ~~order in~~Kovar, ~~this~~presented ~~case~~as ~~has~~Notes noPayable ~~financial~~– ~~impact~~Kovar onplus ~~the~~attorney ~~Company~~fees and court costs.

~~Hyman Litigation~~On January 30, 2011, the presiding judge ruled in favor of the Company, denying Mr. Kovar’s claim for breach of his employment agreement and concluding that Mr. Kovar did not have “good reason” to terminate his employment with Platinum Energy, thus extinguishing his portion of the cash flow notes. The Company does not anticipate an extinguishment of the Cash Flow Notes issued to the former minority shareholders.

On ~~November~~ May 11, ~~2008,~~the ~~Mr.~~parties ~~Hyman,~~went abefore ~~former~~the ~~employee~~presiding ofjudge KDto ~~Resources,~~discuss ~~filed~~the aentry ~~claim against~~of KDthe ~~Resources~~final ~~and~~judgment. ~~Platinum~~The ~~Energy~~judge ~~stating~~advised us that he ~~was~~will ~~discharged~~be ~~from~~signing ~~KD Resources in violation of~~ the ~~Sarbanes-Oxley~~judgment ~~Act~~and ofsending ~~2002,~~it ~~Section~~to ~~806, Protection~~court for ~~Employees of Publicly Traded Companies Who Provide Evidence of Fraud~~entry.

~~On September~~Kovar ~~16,~~Litigation ~~2010, the court dismissed the case and there is no further action to be taken.~~#2

On May 3. 2011, Platinum and Maverick Engineering. Inc. filed suit against Kovar ~~Litigation~~, Robert L. Kovar (individually), Rick J. Guerra, and Walker, Keeling, & Carroll. L.L.P. (“WKC”) collectively (the Defendants”) alleging, among other things, a suit for declaratory judgment asking the court to declare that Platinum and Maverick are entitled to indemnification from the former Maverick stockholders, including Mr. Guerra and Mr. Kovar, for any damages they suffer as a result of a default on any note contained in the Maverick and PermSUB Merger Agreement. In addition, Platinum and Maverick asked the Court to declare that WKC breached the merger agreement by not stepping down as the Merger Escrow Agent. Platinum and Maverick have also sued to recover costs of court and attorneys’ fees.

On ~~December~~ 3,or ~~2008,~~about ~~Robert~~January ~~Kovar~~11, ~~filed~~2011, ~~suit against~~ Platinum, ~~alleging~~Maverick ~~that~~and ~~he “Resigned~~WKC ~~for~~entered ~~Good~~into ~~Reason”~~an ~~according~~agreement towhereby ~~his~~they ~~employment~~agreed ~~contract. Mr. Kovar is seeking a Declaration Judgment that he had “Good Reason”~~ to ~~resign~~mutually ~~his employment~~release atall ~~Platinum~~claims ~~Energy~~against ~~and~~each ~~Maverick~~other ~~Engineering. Mr.~~as ~~Kovar~~of ~~is also~~the ~~requesting~~date ~~payment~~ of the ~~severance package~~agreement, ~~accelerated~~which ~~vesting~~resulted ofin ~~options and~~WKC ~~accelerated~~being ~~payment~~removed ~~of the Cash Flow Notes (~~as ~~described~~a defendant in the ~~Platinum Energy~~May 3, ~~Maverick~~2011 ~~Engineering~~suit ~~Merger~~filed ~~Agreement~~by ~~and~~Platinum ~~Note 9 above) as described in his employment agreement, plus attorney fees~~ and ~~court costs~~Maverick. It None ~~is our contention that Mr. Kovar resigned his position without good reason and is therefore, not entitled to severance or accelerated vesting~~ of ~~options. It~~ ~~is our additional conviction that~~ the ~~Cash~~claims ~~Flow~~by ~~Notes~~or ~~has been~~between ~~cancelled and that Platinum Energy in no longer obligated to make~~ any ~~payments~~ ~~thereunder, pursuant to the terms~~ of ~~Mr. Kovar’s employment agreement. We are currently in~~ the ~~discovery~~other ~~phase~~parties ofwas ~~this matter~~released. ~~We believe that Mr. Kovar’s claim that he resigned with “Good Reason” is without merit and we intend to vigorously defend ourselves against this claim.~~

28On January 30, 2011, the presiding judge in the case ruled that Platinum is not entitled to indemnification from the former Maverick shareholders.

On ~~April 16~~March 2, ~~2009~~2011, the ~~Company~~presiding ~~received~~judge adenied ~~written~~Platinum’s ~~notice~~request offor ~~acceleration~~attorney ~~from~~fees ~~Robert~~and ~~L. Kovar~~awarded ~~Services,~~attorney ~~LLC,~~fees asto the ~~stockholder~~former ~~representative,~~Maverick ~~claiming~~shareholders ~~that the Company failed to make timely mandatory prepayments~~ in the amount of $~~110~~750,~~381 due under the terms of the Cash Flow Notes~~000. On ~~April~~Although ~~29, 2009, Maverick received a notice of acceleration (~~the ~~“Acceleration~~Company ~~Letter”)~~intends ~~with respect~~ to ~~the~~appeal Maverick Notes governed by a Loan Agreement and related Security Agreement originally dated April 30, 2005 and April 29, 2005, respectively. The Acceleration Letter alleges that Maverick failed to comply with certain covenants under the ~~terms~~awarding of ~~the~~attorney ~~Loan~~fees, ~~Agreement and that Maverick failed to make payments due under~~ the ~~Maverick~~Company ~~Notes.~~has ~~The~~recorded ~~outstanding~~an ~~principal,~~ accrued ~~interest~~ ~~and~~liability ~~late~~as ~~charges~~of ~~alleged~~December ~~to be owed by Maverick in the Acceleration Letter total $4~~31,~~659,227.~~ ~~The~~2010 ~~Acceleration Letter also contends that interest continues to accrue at the default rate~~ of ~~18% per annum. In a separate letter~~$750, ~~dated May 1~~000, ~~2009,~~in ~~Robert~~light ~~L. Kovar Services, LLC, as the stockholder representative for the sellers, purported to terminate the revolving credit facility under the Loan Agreement and demanded turnover~~ of ~~all collateral securing indebtedness under~~ the ~~Loan~~January ~~Agreement~~30, ~~including~~2011 ~~the~~unfavorable ~~Maverick Notes~~ruling. ~~The~~ At ~~Company~~March ~~and Maverick have asserted claims in litigation against the holders of the Maverick Notes~~31, ~~Robert L. Kovar Services~~2011, ~~LLC,~~this ~~Robert~~liability L.remains ~~Kovar, individually, and others~~unpaid. ~~This litigation is in its early stages and, accordingly, the Company cannot predict the outcome of these matters.~~

~~On May 3. 2009, Platinum and Maverick Engineering. Inc. filed suit against Robert L.~~ Kovar ~~Services.~~ ~~LLC~~Litigation (“RKS”), Robert L. Kovar (“Kovar”), Rick J. Guerra (“Guerra”), and Walker, Keeling, & Carroll. L.L.P. (“WKC”) collectively (the Defendants”) alleging, among other things, a suit for declaratory judgment asking the court to declare that Platinum and Maverick are entitled to indemnification from the former Maverick stockholders, including Guerra and Kovar, for any damages they suffer as a result of a default on any note contained in the Maverick and PermSUB Merger Agreement. In addition, Platinum and Maverick have asked the Court to declare that WKC has breached the merger agreement by not stepping down as the Merger Escrow Agent. Platinum and#3

~~Maverick have~~On ~~also~~March 14, 2011, Robert L. Kovar Services, LLC filed suit against Robert L. Kovar and Kovar Mineral Partners on their guaranties of the Capital One Notes. Platinum was sued as a third party defendant by Robert L. Kovar and Kovar Mineral Partners to ~~recover~~seek ~~costs~~indemnification offor ~~court~~the guarantees. The Company believes the suit is without merit and ~~attorneys’~~denies ~~fees~~any wrongdoing or liability in the matter. On May 10, 2011, the parties had their first hearing in order to establish the proper venue for this action.

~~In October,~~The ~~2009,~~Company ~~Platinum~~is ~~and~~vigorously ~~Maverick~~defending ~~Engineering~~itself. ~~filed~~Although ~~a Second Amended Petition with~~ the ~~following~~Company ~~Causes~~believes ~~of Action against~~ the ~~Defendants: Kovar fraudulently~~suit ~~induced~~is ~~Platinum~~without tomerit ~~enter into the Merger Agreement; Common-Law Fraud; Statutory Fraud; Breach of Fiduciary Duty; Tortious Interference with Merger Agreement; Civil Conspiracy;~~ and ~~Breach~~expects ofto ~~Contract. As this case is still in the discovery phase of litigation~~prevail, atno ~~this~~assurance ~~time,~~can itbe ~~is impossible~~given ~~for~~with usrespect to ~~provide an informed assessment of~~ the ~~likelihood~~ultimate ofoutcome. No ~~a favorable~~liability orhas ~~unfavorable~~been ~~outcome~~accrued in connection with this ~~case~~suit.

~~This~~Lisa ~~case is~~Meier inv. ~~the~~Platinum ~~final~~Energy ~~stages of discovery and is currently set for trial on November 30~~Resources, ~~2010~~Inc.

~~Citgo Litigation~~On October 20, 2011, Lisa Meier filed suit for breach of her employment contract. According to the Petition, Ms. Meier resigned for “good cause” and she is seeking severance pay. On June 10, 2011, Ms. Meier delivered to the Board of Directors of Platinum Energy Resources, her second notice of intent to resign for “Good Reason.” Ms. Meier’s first notice was submitted on October 23, 2008, less than three months after entering into her employment agreement, and subsequently withdrawn. The Board of Directors accepted Ms. Meier’s resignation, but stated that “good reason” did not exist. In March 2011, Ms. Meier and the Company agreed to release all claims against each other and dismiss the litigation.

On October 14, 2009, Maverick Engineering filed suit in Harris County against CITGO Refining & Chemical Company, LP for Breach of Contract. According to the Petition, Maverick provided engineering services to CITGO and CITGO has refused to pay for those services. Maverick is suing for recovery of $357,538, representing the outstanding accounts receivable balance due from CITGO on the date the suit was filed, plus damages, costs, attorney fees, interest, and other relief. While Maverick has performed all terms, conditions, and covenants required under its contract with CITGO, it is too early in this litigation to be able to predict the outcome. Currently, the case is in the early stages of discovery with no hearing date set.39

~~Meier~~ CITGO Litigation

On October 2014, 2009, ~~Lisa~~Maverick ~~Meier~~Engineering filed suit in Harris County against CITGO Refining & Chemical Company, LP for ~~breach~~Breach of ~~her employment contract~~Contract. According to the Petition, ~~Ms.~~Maverick ~~Meier~~provided ~~resigned~~engineering ~~for~~services ~~“good cause”~~to CITGO, and ~~she~~CITGO ishas ~~seeking~~refused ~~severance~~to pay for those services. On ~~June~~Maverick ~~10,~~is ~~2009~~suing for recovery of $357,538, ~~Ms.~~representing ~~Meier delivered~~the tooutstanding accounts receivable balance due from CITGO on the ~~Board~~date ofthe ~~Directors~~suit ofwas ~~Platinum~~filed, ~~energy~~plus ~~Resources~~damages, ~~her~~costs, ~~second notice~~attorney fees, interest, and other relief. In consideration of ~~intent~~CITGO’s refusal to ~~resign~~pay the outstanding amount the Company recorded a full allowance for ~~“Good~~doubtful ~~Reason.”~~collection Msof the $357,538 receivable during 2010. ~~Meier’s~~While ~~first~~Maverick ~~notice~~has ~~was submitted~~performed onall ~~October~~terms, 23conditions, ~~2008~~and covenants required under its contract with CITGO, ~~less~~it ~~than~~is ~~three~~too ~~months~~early ~~after~~in ~~entering~~this ~~into~~litigation ~~her employment~~to ~~agreement~~be able to predict the outcome. Currently, ~~and~~this ~~subsequently~~case ~~withdrawn~~is on hold due to the Maverick bankruptcy filing.

~~The~~Maverick ~~Board of Directors accepted Ms. Meier’s resignation~~Engineering, ~~but stated that “good reason” did not exist~~Inc. ~~This~~ ~~matter~~Chapter is11 currently in the early phase of litigation. We believe that Ms. Meier’s claims are without merit and we intend to vigorously defend ourselves against these claims. There have been no changes in circumstances or events relating to this litigation since the discussion in the Company’s annual report.Reorganization

29On November 24, 2010, Maverick filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code.

Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended ~~December~~March 31, ~~2009~~2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

Removed and reserved.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:

Exhibit Number		Exhibit Description

31.1		Section 302 Certification of Principal Executive Officer

31.2		Section 302 Certification of Principal Financial Officer

3040

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PLATINUM ENERGY RESOURCES, INC.
Date: November 15, 2010	By:	/s/ Al Rahmani
Date: June 13, 2011	By:	/s/ Martin Walrath
		Al Rahmani Chief Executive Officer
		Martin Walrath Chief Executive Officer and Chief Financial Officer

3141

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