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): April 23, 2007
PLATINUM ENERGY RESOURCES, INC.(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 000-51553 (Commission File Number) | 14-1928384 (IRS Employer Identification No.) |
25 Phillips Parkway
Montvale, New Jersey 07645
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 581-2401
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) |
| x | 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 7.01 REGULATION FD DISCLOSURE
Commencing on or about April 23, 2007, Platinum Energy Resources, Inc. (“Platinum Energy”) intends to hold presentations for Platinum Energy’s stockholders regarding its proposed asset acquisition whereby Platinum Energy, through its wholly-owned subsidiary, PER Acquisition Corp., a Delaware corporation, will acquire all of the assets and assume substantially all of the liabilities of Tandem Energy Corporation, a Colorado corporation (“TEC”), including approximately $42 million of TEC's debt, in exchange for the issuance of approximately 8 million shares of Platinum Energy common stock, as more fully described in the Current Report on Form 8-k filed on October 11, 2006 (the “Transaction”). In connection with such presentations, the slide show presentation attached to this Current Report on Form 8-K as Exhibit 99.1 will be distributed to participants.
Additional Information and Where to Find It
Platinum Energy shareholders are urged to read the proxy statement regarding the proposed transaction and the amendments thereto as they become available because they contain important information. Copies of filings by Platinum Energy, which will contain information about Platinum Energy and TEC, will be available without charge, when filed, at the Securities and Exchange Commission’s internet site (http://www.sec.gov), and, when filed, will be available from Platinum, without charge, by directing a request to Platinum Energy Resources, Inc. 25 Phillips Parkway, Montvale, New Jersey 07645.
Platinum Energy and its directors officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Platinum Energy with respect to the transactions contemplated by the asset acquisition agreement. Information regarding Platinum Energy’s directors and executive officers is available in Platinum Energy’s Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on April 2, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the Securities and Exchange Commission when they become available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| 99.1 | Slide Show Presentation |
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.
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| | PLATINUM ENERGY RESOURCES, INC. |
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| Dated: April 23, 2007 | | /s/ Barry Kostiner |
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Barry Kostiner |
| | Chief Executive Officer |
