UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 417, 2012

Platinum Energy Solutions, Inc.

(Exact Name of Registrant as Specified in its Charter)



Nevada (State or Other Jurisdiction of Incorporation)	333-176566 (Commission File Number)	27-3401355 (I.R.S. Employee Identification Number)

2100 West Loop South, Suite ~~1601~~1400

Houston, Texas 77027

(Address of Principal Executive Offices, including Zip Code)

Registrant's Telephone Number, including Area Code: 713-622-7731

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
	240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
	240.13e-4(c))

Item 71.01 ~~Regulation~~. FDEntry ~~Disclosure~~into a Material Definitive Agreement.

InOn December 17, 2012, Platinum Energy Solutions, Inc., a ~~conference~~Nevada ~~call~~corporation (the “Company”), entered into an amended and restated credit agreement with the ~~holders~~lenders ofnamed ~~its~~therein 14and ICON Agent, LLC, as agent for the lenders (“Agent”), referred to herein as the “Amended and Restated Credit Agreement”.~~250%~~ The ~~Senior~~Amended ~~Secured~~and ~~Notes~~Restated ~~held~~Credit onAgreement ~~September~~amends 4and restates in its entirety the Credit Agreement dated December 28, ~~2012~~2011, as amended (the “Original Credit Agreement”), among the Company, Platinum ~~Energy~~Pressure ~~Solutions~~Pumping, Inc. (the “Guarantor”) and JPMorgan Chase Bank, N.A. (“JPMorgan”). JPMorgan assigned to Agent its entire right, title and interest in the Original Credit Agreement and the documents related thereto. In connection therewith, on December 17, 2012, the Company issued Amended and Restated Notes to Agent, as agent for the lenders, in the aggregate amount of $15,000,000 (“Amended and Restated Notes”). ~~disclosed~~The material amendments of the ~~following~~Amended ~~information:~~and Restated Credit Agreement:

(a) ~~New~~convert ~~Clients:~~the revolving line of credit to an interest-only term loan maturing on January 1, 2017 in a principal amount equal to $15,000,000, bearing interest at the variable rate equal to (i) the greater of LIBOR and one percent (1%) on an annualized basis, plus (ii) nine percent (9%);

(ib) ~~The~~allow voluntary prepayments of the entire principal amount of the term loan outstanding beginning on the second anniversary of the closing (December 17, 2014), provided the Company ~~anticipates~~pays ~~commencing~~an ~~hydraulic~~early ~~fracturing~~payment ~~services~~fee ~~for~~equal ato ~~new~~(i) ~~client~~$525,000, ~~next~~if ~~week.~~such prepayment is made after the second anniversary of the closing and up to the day immediately preceding the third anniversary of the closing, or (ii) $150,000, if such prepayment is made after the third anniversary of the closing and up to the day immediately preceding the fourth anniversary of the closing; and

(iic) delete ~~The~~the ~~Company~~financial ~~commenced~~covenants ~~other~~requiring ~~services,~~the ~~including~~Company ~~coiled~~to ~~tubing~~maintain ~~and~~a ~~other~~certain ~~pressure~~leverage ~~pumping services~~ratio, ~~for~~ a ~~variety~~fixed ofcharge ~~additional~~coverage ~~clients~~ratio, ~~in the 2nd~~ and ~~3rd~~a ~~Quarters~~minimum ofcash ~~2012~~balance.

~~(b) Stages~~The ~~completed:~~Company's obligations under the Amended and Restated Credit Agreement continue to be guaranteed by the Guarantor, pursuant to an Amended and Restated Continuing Guaranty dated as of December 17, 2012, and will be guaranteed by any future domestic subsidiaries of the Company.

Pursuant to an Amended and Restated Security Agreement dated as of December 17, 2012, among the Company, the Guarantor and Agent, the Company's obligations under the Amended and Restated Credit Agreement continue to be secured (iwith certain exceptions) ~~Stages~~ ~~for~~by ~~Encana:~~first priority security interests on all of its assets, and the Guarantor's guarantee continues to be (and any future domestic subsidiary's guarantee will be) secured by first priority security interests in all of their assets.

~~(A) 135~~The ~~stages~~Company inpaid ~~1st~~a ~~Quarter~~customary ~~2012~~fee for amending and restating the Original Credit Agreement and the documents related thereto and entering into the Amended and Restated Credit Agreement and the documents related thereto.

~~(B) 66~~The ~~stages~~foregoing descriptions of the Amended and Restated Continuing Guaranty Agreement, the Amended and Restated Security Agreement, the Amended and Restated Credit Agreement and the Amended and Restated Notes do not purport to be complete and are qualified in ~~2nd~~their ~~Quarter~~entirety ~~2012~~by reference to such agreements, which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein.

~~(ii) Stages~~Item ~~for~~2.03. ~~BHP:~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(A) 128~~On ~~stages~~December 17, 2012, the Company issued the Amended and Restated Notes pursuant to which the Company borrowed $15,000,000. The Amended and Restated Notes are described more fully in ~~1st~~Item ~~Quarter~~1.01 ~~2012~~above and the Amended and Restated Notes, which are incorporated by reference herein.

~~(B) 122~~Item ~~stages~~9.01. inFinancial ~~2nd~~Statements ~~Quarter~~and ~~2012~~Exhibits.



Exhibit No.	Description
4.1	Amended and Restated Continuing Guaranty Agreement dated December 17, 2012 made by Platinum Pressure Pumping, Inc. as Guarantor
4.2	Amended and Restated Security Agreement dated December 17, 2012 among Platinum Energy Solutions, Inc., Platinum Pressure Pumping, Inc., those additional entities that hereafter become parties hereto by executing the form of Joinder and Icon Agent, LLC, as agent for the lenders party to the Amended and Restated Credit Agreement
10.1	Amended and Restated Credit Agreement dated December 17, 2012 among Platinum Energy Solutions, Inc., the lenders named therein and ICON Agent, LLC, as agent for the lenders
10.2	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Icon ECI Fund Fifteen, L.P. in the aggregate principal amount of $5,800,000
10.3	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Hardwood Partners, LLC in the aggregate principal amount of $500,000
10.4	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Icon Equipment and Corporate Infrastructure Fund Fourteen, L.P. in the aggregate principal amount of $8,700,000

(iii) Stages for El Paso:

(A) 15 and 19 stages in 1st Quarter and 2nd Quarter 2012, respectively

(B) The Company anticipates completing an additional 32 stages in the 3rd Quarter 2012

(iv) Over 600 stages completed in fiscal 2012.

During the months of July and August 2012, our revenues totaled approximately $12.2 million and $18.1 million, respectively. EBITDA for July and August was approximately $0.1 million and $3.1 million, respectively. This reflects preliminary results for July and August, which could change materially, and represents less than a full quarter of operations. Accordingly, we have not begun our normal quarter-end closing and review procedures and there can be no assurance that these preliminary results will be indicative of our final results for the quarter ended September 30, 2012 or any future period.

Reconciliation of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) (Unaudited) (In millions)
	July 2012			August 2012
Net loss	$	(4.1	)	$	(1.2	)
Interest expense, net	2.5			2.5
Income tax expense (benefit)	—			—
Depreciation and amortization expense	1.8			1.8
EBITDA	$	0.1		$	3.1

EBITDA represents our net income, plus interest expense, plus income tax expense or (benefit), plus depreciation and amortization expense. We believe that this non-GAAP financial measure for EBITDA is meaningful information that our management considers when making investment decisions. We believe it also provides supplemental information regarding our operating results with respect to both the performance of our fundamental business activities and our ability to meet our future debt service, capital expenditures and working capital requirements. We also believe investors and analysts commonly use EBITDA as a widely accepted financial indicator to analyze and compare companies on the basis of operating performance that have different financing and capital structures and tax rates. EBITDA is not a substitute for the U.S. GAAP measures of earnings or of cash flow and is not necessarily a measure of the Company's ability to fund its cash needs.

Certain information presented in the September 4, 2012 conference call and herein contain forward-looking statements. These statements are based on management's current expectations and are subject to risks, uncertainties and assumptions. Potential risks and uncertainties that could cause the Company's business and financial results to differ materially from these forward-looking statements are described in the Company's periodic reports filed with the SEC from time to time. All information presented herein and in the conference call is as of September 4, 2012 and the Company does not intend, and undertakes no duty, to update future events or circumstances.

This Form 8-K is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 7.01 of Form 8-K solely to satisfy its obligations under Regulation FD and is therefore not to be considered “filed” with the SEC.

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 hereunto duly authorized.

		PLATINUM ENERGY SOLUTIONS, INC.
Date:	~~September~~December 620, 2012	By:	/s/ ~~JUSTIN W~~J. ~~BROWN~~Clarke Legler, II
			Name: Justin W. Brown
			Name: J. Clarke Legler, II
			Title: Principal Accounting Officer
			Title: Chief Financial Officer and Secretary

EXHIBIT INDEX



Exhibit No.	Description
4.1	Amended and Restated Continuing Guaranty Agreement dated December 17, 2012 made by Platinum Pressure Pumping, Inc. as Guarantor
4.2	Amended and Restated Security Agreement dated December 17, 2012 among Platinum Energy Solutions, Inc., Platinum Pressure Pumping, Inc., those additional entities that hereafter become parties hereto by executing the form of Joinder and Icon Agent, LLC, as agent for the lenders party to the Amended and Restated Credit Agreement
10.1	Amended and Restated Credit Agreement dated December 17, 2012 among Platinum Energy Solutions, Inc., the lenders named therein and ICON Agent, LLC, as agent for the lenders
10.2	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Icon ECI Fund Fifteen, L.P. in the aggregate principal amount of $5,800,000
10.3	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Hardwood Partners, LLC in the aggregate principal amount of $500,000
10.4	Amended and Restated Note dated December 17, 2012 made by Platinum Energy Solutions, Inc. in favor of Icon Equipment and Corporate Infrastructure Fund Fourteen, L.P. in the aggregate principal amount of $8,700,000

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