This Amendment No. 23 is filed by Pacific International Group Holdings LLC (“Pacific”) and Syd Ghermezian (collectively, the “Reporting Persons”), and amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on September 12, 2007 by Braesridge Energy LLC (“BEL”) and Barry Kostiner, and amended by Amendment No. 1 on October 18, 2007, Amendment No. 2 on October 24, 2007, Amendment No. 3 on October 26, 2007, Amendment No. 4 on October 30, 2007, Amendment No. 5 o n November 27, 2007, Amendment No. 6 on November 30, 2007, Amendment No. 7 on December 6, 2007 and Amendment No. 8 on December 12, 2007, each filed by BEL and Mr. Kostiner; Amendment No. 9 on February 15, 2008 and Amendment No. 10 on March 5, 2008, each filed by BEL and Mr. Ghermezian; Amendment No. 11 on June 26, 2008 and Amendment No. 12 on November 24, 2008, each filed by BEL, Regent Venture V LLC (“Regent”) and Mr. Ghermezian; Amendment No. 13 on June 1, 2009, filed by Pacific, BEL, Regent and Mr. Ghermezian; and Amendment No. 14 on June 10, 2009, Amendment No. 15 on June 19, 2009, Amendment No. 16 on July 9, 2009, Amendment No. 17 on July 31, 2009, Amendment No. 18 on December 10, 2009, Amendment No. 19 on January 27, 2010, Amendment No. 20 on February 19, 2010, Amendment No. 21 on March 9, 2010 and Amendment No. 22 on August 11, 2010, each filed by Pacific and Mr. Ghermezian, with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Platinum Energy Resources, Inc., a Delaware corporation (the “Issuer”). From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby.
Except as specifically provided herein, this Amendment No. 23 does not modify any of the information previously reported in the Statement, and unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement.
The Reporting Persons previously entered into the Joint Filing Agreement, a copy of which was filed as Exhibit 99.2 to Amendment No. 14 to the Statement, and which is incorporated herein by reference thereto.
Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Act.
ITEM 1. SECURITY AND ISSUER
Response unchanged.
ITEM 2. IDENTITY AND BACKGROUND
Response unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented as follows:
On June 14, 2010, Pacific agreed to acquire an aggregate of 10,260 shares of Common Stock from certain third parties (the “Sellers”) for the cash price of $0.30 per share, or the aggregate amount of $3,078.00. On June 15, 2010, Pacific agreed to acquire an aggregate of 34,000 shares of Common Stock from the Sellers for the cash price of $0.30 per share, or the aggregate amount of $10,200.00. On June 16, 2010, Pacific agreed to acquire an aggregate of 101,982 shares of Common Stock from the Sellers for the cash price of $0.30 per share, or the aggregate amount of $30,594.60. At the suggestion of the Sellers, the Reporting Persons also agreed to make a charitable donation in the amount of $85,000 to a mutually designated, third-party 501(c)(3) qualified, not-for-profit charity organization.
ITEM 4. PURPOSE OF TRANSACTION
Response unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby supplemented as follows:
Pacific may be deemed to be the direct beneficial owner with sole voting and dispositive power of 12,861,505 shares of Common Stock, representing in the aggregate 56.9% of the outstanding Common Stock.
The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific. Mr. Ghermezian is the Manager of Pacific. As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock that Pacific may be deemed to beneficially own directly. Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of 12,861,505 shares of Common Stock, representing in the aggregate 56.9% of the number of shares of Common Stock issued and outstanding.
The calculation of the foregoing percentages is made on the basis of there being 22,606,478 shares of Common Stock outstanding as of July 29, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2010.
On June 14, 2010, Pacific agreed to acquire an aggregate of 10,260 shares of Common Stock from certain third parties (the “Sellers”) for the cash price of $0.30 per share, or the aggregate amount of $3,078.00. On June 15, 2010, Pacific agreed to acquire an aggregate of 34,000 shares of Common Stock from the Sellers for the cash price of $0.30 per share, or the aggregate amount of $10,200.00. On June 16, 2010, Pacific agreed to acquire an aggregate of 101,982 shares of Common Stock from the Sellers for the cash price of $0.30 per share, or the aggregate amount of $30,594.60. At the suggestion of the Sellers, the Reporting Persons also agreed to make a charitable donation in the amount of $85,000 to a mutually designated, third- party 501(c)(3) qualified, not-for-profit charity organization.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby supplemented as follows:
On August 12, 2010, counsel for the Issuer contacted counsel for the Reporting Persons to request additional time for the Issuer to consider the proposal previously made by Pacific to the Issuer, as disclosed in Amendment No. 22 filed on August 11, 2010 (the “Proposal”), and Pacific agreed to extend the expiration date of the Proposal to 5:00 p.m. EDT on September 13, 2010, if not accepted by the Issuer by that time.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Response unchanged.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
