10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 ___________________________________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2012

Commission File Number: 333-176566

________________

PLATINUM ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

________________

Nevada	27-3401355
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 West Loop South, Suite 1601
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

713-622-7731

(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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer  ¨	Smaller reporting company x

Indicate 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 May 18, 2012, the issuer had 16,404,015 shares of common stock, $.001 par value, outstanding.

PLATINUM ENERGY SOLUTIONS, INC.

CONTENTS TO FORM 10-Q

		Page
PART I —	FINANCIAL INFORMATION	5
ITEM 1.	FINANCIAL STATEMENTS	5
	Condensed Consolidated Balance Sheets - March 31, 2012 and December 31, 2011	5
	Condensed Consolidated Statements of Comprehensive Loss - March 31, 2012 and March 31, 2011	6
	Condensed Consolidated Statements of Cash Flows - March 31, 2012 and March 31, 2011	7
	Condensed Consolidated Statements of Stockholders' Deficit - March 31, 2012 and December 31, 2011	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	27
ITEM 4.	CONTROLS AND PROCEDURES.	31
PART II —	OTHER INFORMATION	32
ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32
ITEM 6.	EXHIBITS	32
SIGNATURES		33
EXHIBIT INDEX		34

2

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Form 10-Q”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1993, and Section 21E of the Exchange Act of 1934. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Forward-looking statements may include statements that relate to, among other things, our:

• future financial and operating performance and results;

• business strategy and budgets;

• technology;

• financial strategy;

• amount, nature and timing of capital expenditures;

• competition and government regulations;

• operating costs and other expenses;

• cash flow and anticipated liquidity;

• property acquisitions and sales; and

• plans, forecasts, objectives, expectations and intentions.

All statements, other than statements of historical fact included in this Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the anticipated future results or financial condition expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include but are not limited to:

• concentration of our customer base and fulfillment of existing customer contracts;

• dependence on the spending and drilling activity by the onshore oil and natural gas industry;

• our ability to maintain pricing;

• the cyclical nature of the oil and natural gas industry;

• deterioration of the credit markets;

• delays in obtaining required permits;

• our ability to raise additional capital to fund future capital expenditures;

• increased vulnerability to adverse economic conditions due to indebtedness;

• competition within the oil and natural gas industry;

• asset impairment and other charges;

• the potential for excess capacity in the oil and natural gas industry;

3

• our limited operating history on which investors will evaluate our business and prospects;

• our identifying, making and integrating acquisitions;

• our ability to obtain raw materials and specialized equipment;

• technological developments or enhancements;

• loss of key executives;

• management control over stockholder voting;

• the ability to employ skilled and qualified workers;

• work stoppages and other labor matters;

• hazards inherent to the oil and natural gas industry;

• inadequacy of insurance coverage for certain losses or liabilities;

• regulations affecting the oil and natural gas industry;

• federal legislation and state legislative and regulatory initiatives relating to hydraulic fracturing;

• costs and liabilities associated with environmental, health and safety laws, including any changes in the interpretation or enforcement thereof;

• future legislative and regulatory developments;

• changes in trucking regulations; and

• effects of climate change.

We believe that it is important to communicate our expectations of future performance to our investors. However, events may occur in the future that we are unable to accurately predict, or over which we have no control. We caution you against putting undue reliance on forward-looking statements or projecting any future results based on such statements. When considering our forward-looking statements, you should keep in mind the cautionary statements in this Form 10-Q which provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those contained in any forward-looking statement.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Form 10-Q.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement.

4

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
	March 31, 2012			December 31, 2011
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,998,579		$	10,153,313
Available for sale investment securities	—			4,951,361
Accounts receivable, net of allowance for doubtful accounts of $477,019	25,930,485			29,429,194
Inventory	8,752,750			5,272,073
Prepayments and other current assets	11,702,993			7,563,820
Deferred tax asset	191,762			191,762
Total current assets	57,576,569			57,561,523
Property and equipment, net	193,514,494			165,297,477
Other assets	15,765,152			16,176,743
TOTAL ASSETS	$	266,856,215		$	239,035,743
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Line of credit	$	15,000,000		$	18,958,512
Accounts payable	58,326,265			18,952,366
Accrued expenses	13,011,853			19,265,030
Deferred revenue	6,002,068			9,627,129
Total Current Liabilities	92,340,186			66,803,037
Long-term debt	168,007,649			167,689,860
Amounts due to affiliates	10,411,871			11,105,056
Deferred revenue	2,000,000			3,500,000
Deferred tax liabilities	1,509,293			1,562,942
TOTAL LIABILITIES	$	274,268,999		$	250,660,895
STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value; authorized 20,000 shares;
20,000 and 20,000 shares issued and outstanding, respectively	$	20		$	20
Common stock, $0.001 par value; authorized 99,996,000;
18,270,229 and 15,535,228 shares issued and outstanding, respectively	18,270			15,535
Additional paid in capital	38,955,119			25,240,012
Accumulated other comprehensive income	—			35,434
Accumulated deficit	(49,171,247		)	(39,782,294		)
Total Platinum stockholders’ deficit	(10,197,838		)	(14,491,293		)
Noncontrolling interest	2,785,054			2,866,141
Total stockholders’ deficit	(7,412,784		)	(11,625,152		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	266,856,215		$	239,035,743

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

5

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
Revenue	$	40,135,036		$	302,016
Cost of services	(32,581,617		)	(168,921		)
Depreciation	(5,082,448		)	(289,907		)
General and administrative expense	(4,657,954		)	(2,334,829		)
Loss from operations	$	(2,186,983	)	$	(2,491,641	)
Interest expense, net	(7,327,142		)	(1,410,195		)
Loss before income tax	$	(9,514,125	)	$	(3,901,836	)
Income tax benefit (expense)	44,085			(18,870		)
Net loss	$	(9,470,040	)	$	(3,920,706	)
Loss attributable to noncontrolling interests	(81,087		)	(44,095		)
Net loss attributable to Platinum	$	(9,388,953	)	$	(3,876,611	)
Earnings Per Share:
Net loss attributable to Platinum - Basic and diluted	$	(0.68	)	$	(0.76	)
Weighted average shares - Basic and diluted	13,818,440			5,072,950
Other comprehensive loss, before tax:
Unrealized loss on investment securities, before tax	(35,434		)	(10,604		)
Income tax benefit related to other comprehensive loss	—			—
Other comprehensive loss, net of tax	(35,434		)	(10,604		)
Comprehensive loss, net of tax	(9,505,474		)	(3,931,310		)
Less: comprehensive loss attributable to the noncontrolling interest	(81,087		)	(44,095		)
Comprehensive loss attributable to Platinum	$	(9,424,387	)	$	(3,887,215	)

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

6

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,470,040	)	$	(3,920,706	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	5,082,448			289,907
Amortization of debt issuance cost and debt discount	1,037,326			260,161
Deferred income taxes	(53,649		)	(29,642		)
Stock-based compensation	312,311			235,009
Changes in assets and liabilities	23,405,635			1,563,184
Net cash provided by (used in) operating activities	20,314,031			(1,602,087		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities	—			(5,653,411		)
Sale of investment securities	4,915,927			2,500,000
Purchase of and deposits for property and equipment	(33,299,465		)	(15,746,400		)
Other	—			6,986
Net cash used in investing activities	(28,383,538		)	(18,892,825		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of senior notes	—			112,428,600
Proceeds from issuance of preferred stock	—			20,000,000
Proceeds from issuance of common stock	13,500,000			—
Payment of debt issuance cost	—			(11,146,742		)
Release of restricted cash	—			6,637,493
Repayment of line of credit	(3,958,512		)	(6,743,606		)
Payment of equity offering costs	(626,715		)	—
Contribution from noncontrolling interests, net	—			73,000
Net cash provided by financing activities	8,914,773			121,248,745
Net increase in cash and cash equivalents	845,266			100,753,833
Cash and cash equivalents—Beginning	10,153,313			1,431,595
Cash and cash equivalents—Ending	$	10,998,579		$	102,185,428
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	179,597		$	44,570
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
Purchases of property and equipment in accounts payable and accrued expenses	$	32,664,547		$	159,524
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Return of restricted cash to a customer	$	—		$	10,000,000

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

7

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT Three Months Ended March, 31, 2012 (Unaudited)
									Accumulated
							Additional		Other						Non-			Total
	Preferred Stock			Common Stock			Paid-in		Comprehensive			Accumulated			Controlling			Stockholders'
	Shares	Par		Shares	Par		Capital		Income (Loss)			Deficit			Interest			Deficit
Balance at December 31, 2011	20,000	$	20	15,535,228	$	15,535	$	25,240,012	$	35,434		$	(39,782,294	)	$	2,866,141		$	(11,625,152	)
Issuance of stock awards and stock-based compensation amortization	—	$	—	35,000	$	35	$	207,522	$	—		$	—		$	—		$	207,557
Issuance of stock options and stock-based compensation amortization	—	—		—	—		104,754		—			—			—			104,754
Issuance of common stock and warrants	—	—		2,700,000	2,700		13,402,831		—			—			—			13,405,531
Unrealized loss on investment securities	—	—		—	—		—		(35,434		)	—			—			(35,434		)
Net loss	—	—		—	—		—		—			(9,388,953		)	(81,087		)	(9,470,040		)
Balance at March 31, 2012	20,000	$	20	18,270,228	$	18,270	$	38,955,119	$	—		$	(49,171,247	)	$	2,785,054		$	(7,412,784	)

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

8

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

NOTE 1—GENERAL

Nature of Operations

Platinum Energy Solutions, Inc. (collectively, with its subsidiary, the “Company,” “we,” or “Platinum”) was incorporated in Nevada on September 7, 2010. We are a Houston, Texas based oilfield services provider specializing in premium Hydraulic Fracturing, Coiled Tubing and Other Pressure Pumping services, our three reportable segments. In March 2011, we commenced operations, following the lease of certain pressure pumping and coil tubing equipment from a related party and, therefore, ceased to be a development stage company. Our Hydraulic Fracturing segment began operations in August 2011 in the Eagle Ford Shale. We utilize modern, high pressure-rated fracturing equipment that allows us to handle challenging geological environments, reduce operating costs, increase asset utilization and deliver excellent customer service. In addition, we have established a contract for wet sand supply and physical capabilities around the transportation, processing and storage of sand used in the hydraulic fracturing process.

Basis of Presentation

The consolidated financial statements include the accounts of Platinum and all entities that we control by ownership of a majority voting interest as well as variable interest entities for which we are the primary beneficiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Our unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. We believe that the presentation and disclosures herein are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial information included herein reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2011. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for a full year or any other interim period.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) necessarily requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to the consolidation of our variable interest entity (“VIE”), the assessment of our property and equipment regarding useful lives, depreciation and impairment, the valuation of our equity grants made to employees and nonemployees (directors and certain vendors), and the realizability of deferred tax assets. Actual results could differ from those estimates as new events occur, additional information is obtained and the Company’s operating environment changes.

NOTE 2—FAIR MARKET VALUE MEASUREMENTS

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

• Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

• Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs

9

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets
March 31, 2012					(Level 1)
Investment securities	$	—	$	—	$	—
December 31, 2011
Investment securities	$	4,951,361	$	4,951,361	$	4,951,361

In February 2012, we liquidated our investment securities.

The carrying amounts of our financial instruments, consisting of cash equivalents, investment securities, accounts receivable, accounts payable, accrued expenses, and our line of credit, approximate their fair values due to their relatively short maturities.

NOTE 3— INVENTORY

Inventory consisted of the following:

	March 31, 2012		December 31, 2011
Sand	$	5,814,300	$	3,439,221
Consumable spare parts	2,464,615		1,416,157
Chemicals	473,835		416,695
Total inventory	$	8,752,750	5,272,073

NOTE 4—PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Useful Life	March 31, 2012			December 31, 2011
Furniture and fixtures	3-5 years	$	551,225		$	529,239
Vehicles	5-7 years	23,922,073			20,806,245
Equipment	1.5-7 years	171,536,414			148,448,720
Leasehold improvements	2 years	228,324			151,289
Construction in progress		10,475,917			3,478,995
		206,713,953			173,414,488
Accumulated depreciation		(13,199,459		)	(8,117,011		)
Property and equipment, net		$	193,514,494		$	165,297,477

As of March 31, 2012 and December 31, 2011, property and equipment includes $15.0 million and $20.7 million, respectively, of deposits on equipment not yet delivered to the company.

NOTE 5—DEFERRED REVENUE

During 2010, we received a total of $20 million in advances under the terms of two separate customer contracts related to multi-year well services contracts. The agreement with one customer stipulates $10 million be placed into an escrow account

10

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

in the name of the Company to be used to offset future billings made to that customer as services are delivered. In March 2011, the $10 million was returned to that customer. There were no restrictions on the use of the $10 million received from the other customer. In December 2011, we received an additional $6.9 million advance under the other customer contract and there were no restrictions on the use of the additional $6.9 million. As of March 31, 2012 and December 31, 2011, the balance of these advances totaling $8.0 million and $13.1 million, respectively, was included in deferred revenue in the accompanying consolidated balance sheet, which is earned per the terms of the customer contract as services are delivered. During the three months ended March 31, 2012, $5.1 million of these advances was earned and is included in revenue in the accompanying statement of comprehensive loss.

NOTE 6—DEBT

Portfolio Loan Account Facility

In 2010, we established a portfolio loan account facility with Morgan Stanley Bank, N.A., which we refer to as the Morgan Stanley Facility, in an initial available amount of $8.8 million. The facility was subsequently reduced due to reductions in the balance of pledged collateral to $4.0 million as of December 31, 2011. Drawings on the facility are available on a revolving line of credit basis and bear interest at a variable rate equal to Morgan Stanley Bank, N.A.’s base lending rate in effect from time to time plus a certain percentage that can vary based on the amount drawn. Amounts drawn under the Morgan Stanley Facility from time to time may be repaid and re-borrowed by the Company from time to time. The Morgan Stanley Facility has an indefinite term.

The Morgan Stanley Facility is secured by investment securities maintained at Morgan Stanley Bank, N.A., which were acquired with a portion of an advance from a customer. The Morgan Stanley Facility is not secured by any other assets and does not impose any covenant obligations on the Company.

We have used the proceeds of our drawings under the Morgan Stanley Facility to pay for certain costs relating to the manufacture of our new fracturing fleets and for our general liquidity purposes. As of December 31, 2011, there was approximately $4.0 million outstanding under the Morgan Stanley Facility. In February 2012, we sold the investment securities and repaid the outstanding balance under the Morgan Stanley Facility. The average interest rate for the three months ended March 31, 2012 was approximately 2.25%. There was no outstanding balance or availability under the Morgan Stanley Facility as of March 31, 2012.

March 2011 Senior Secured Notes

On March 3, 2011, we completed the private placement of $115 million of Senior Secured Notes, at an interest rate of 14.25% per year on the principal amount (the “Original Senior Notes”). The Original Senior Notes mature on March 1, 2015, unless the Original Senior Notes are repurchased earlier. At any time prior to March 1, 2013, the Company may redeem up to 35% of the Original Senior Notes at a price equal to 114.25% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, with net cash proceeds from certain equity offerings. The Company may also redeem the Original Senior Notes from March 1, 2013 to February 28, 2014 and from March 1, 2014, thereafter at a price equal to 107.125% and 100% respectively, plus accrued and unpaid interest. Upon a change of control, the holders of the Original Senior Notes will have the right to require the Company to repurchase the Original Senior Notes at 101% of the principal amount, plus any accrued and unpaid interest. The Original Senior Notes are secured by a lien against substantially all of the Company’s assets and all of the Company’s existing and future domestic subsidiaries’ assets and will receive preference in the case of liquidation.

The Original Senior Notes were issued at a discount such that the cash received was equal to 97.764% of the principal amount of the Original Senior Notes. Accordingly, we recognized a $2.6 million discount on the Original Senior Notes that is being amortized over the life of the Original Senior Notes using the effective interest method.

In conjunction with this, the holders of the Original Senior Notes received 115,000 warrants entitling the holders to purchase 2,801,170 shares of the Company’s common stock at an exercise price of $0.05. These warrants expire on February 28, 2018. We allocated $1,150,000 of the proceeds to the warrants, which was recorded as additional paid-in capital, based on the relative fair values of the Original Senior Notes and the warrants at the time of issuance of the securities.

Unamortized debt issuance costs associated with the Original Senior Notes were $8.7 million and $9.2 million as of March 31, 2012 and December 31, 2011, respectively. These debt issue costs are included in Other assets and are being amortized over the term of the Original Senior Notes using the effective interest method.

11

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

The first interest payment on the Original Senior Notes, in the amount of $8,102,711, which was due on September 1, 2011, was paid-in-kind and added to the principal amount of the Original Senior Notes pursuant to the terms of the Original Senior Notes.

The Original Senior Notes contain covenants, including but not limited to:

• Limitation of capital expenditure;

• Restrictions on the payment of dividends as well as the purchase of equity for cash;

• Issuance of further debt or the issuance of future disqualified stock including preferred stock; and

• Restrictions on the sale of stock that could result in the sale or merger of the Company with another or the sale of assets and properties to another.

September 2011 Senior Secured Notes

On September 29, 2011, we completed a private offering of an additional $50 million aggregate principal amount of our 14.25% Senior Secured Notes due March 2015 (the “Additional Senior Notes”) under the indenture governing the Original Senior Notes. The Additional Senior Notes and the Original Senior Notes (collectively, the “Senior Notes”) are treated as a single series for purposes of such indenture, as amended. In connection with the offering of the Additional Senior Notes, we obtained the consent of holders of a majority in aggregate principal amount of outstanding Original Senior Notes to certain amendments to the indenture to (i) increase certain permitted indebtedness under our indenture from $35 million to $50 million in aggregate principal amount to allow for the issuance of the Additional Senior Notes and eliminate the requirement that the proceeds of the issuance of such Additional Senior Notes be used by us solely for the purpose of acquiring equipment, and (ii) amend the covenant relating to maximum amount of capital expenditures permitted to be incurred in any fiscal year from $10 million to $30 million effective in the fiscal year commencing in 2012 (and increase from $113 million to $160 million the exclusion for anticipated expenditures for new equipment thereunder).

In addition, we agreed that if we complete, on or prior to June 30, 2012, an equity offering (an underwritten initial public offering of our common stock) with net cash proceeds to us in excess of $100 million, we will redeem that amount of Senior Notes whose aggregate redemption price is at least equal to the amount of such excess over $100 million.

The Additional Senior Notes were issued at a discount such that the cash received was equal to approximately 95% of the principal amount of the Additional Senior Notes. Accordingly, we recognized a $2.5 million discount on the Additional Senior Notes that is being amortized over the life of the Additional Senior Notes using the effective interest method. Unamortized debt issuance costs associated with the Additional Senior Notes were $2.8 million and $2.9 million as of March 31, 2012 and December 31, 2011, respectively. These debt issue costs are included in Other assets and are being amortized over the term of the Additional Senior Notes using the effective interest method.

The balance of our Senior Notes at March 31, 2012 and December 31, 2011, net of the unamortized discount, totaled $168.0 million and $167.7 million, respectively. As of March 31, 2012 and December 31, 2011, the fair value of our Senior Notes was $166.0 million and $174.8 million, respectively, based on quoted market prices, including the $8.1 million paid-in-kind interest capitalized on September 1, 2011.

JPMorgan Credit Agreement

On December 28, 2011, we entered into an asset based revolving credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as amended on May 11, 2012, which we refer to as the “Credit Agreement.” Subject to a borrowing base consisting of certain eligible accounts receivable and inventory, an amount up to $15 million was made available to us under the Credit Agreement and, on December 29, 2011, we borrowed the full $15 million amount available to us pursuant to a revolving note made by us in favor of JPMorgan as lender. The Credit Agreement includes borrowing capacity available for letters of credit. Revolving loans are available under the Credit Agreement for working capital and other general corporate purposes. The revolving line of credit will terminate on June 30, 2014, and no further advances may be made to us thereafter. We used the proceeds of our initial borrowing under the Credit Agreement to pay for certain capital expenditures, including three of our new coiled tubing units and progress payments on our planned processing facility, and for general corporate purposes.

12

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

The interest rate applicable to the Credit Agreement is, at our option, either LIBOR plus a margin ranging from 2.25% to 3.50% (depending on our total leverage ratio) or, the JPMorgan prime rate, called “CBFR”, plus a margin ranging from 1.00% to 2.50% (depending upon such total leverage ratio). The CBFR rate is the higher of (i) the interest rate publicly announced by JPMorgan as its prime rate and (ii) the adjusted LIBOR rate as calculated by JPMorgan. We will pay a non-use fee of 0.25% on the daily average undrawn portion of the commitment under the Credit Agreement. The average interest rate for the three months ended March 31, 2012 was approximately 2.79%.

Our obligations under the Credit Agreement are secured (with certain exceptions) by first priority security interests on all of our assets. Our obligations under the Credit Agreement are guaranteed by Platinum Pressure Pumping, Inc. as guarantor, and will be guaranteed by our future domestic subsidiaries. The guarantor’s guarantee is, and any future domestic subsidiary’s guarantee will be, secured by first priority security interests in all of their assets. The guarantee is, and each future guarantee of the Credit Agreement will be, full, unconditional and joint and several.

The Credit Agreement permits voluntary prepayments (without reducing availability for future revolving borrowings) and voluntary commitment reductions at any time, in each case without premium or penalty. The revolving note pursuant to which we borrowed the full $15 million amount available to us includes a “cleanup” requirement pursuant to which the outstanding amount due thereunder must be paid down and reduced to $0 for thirty consecutive days during each 12-month period.

The Credit Agreement contains a number of negative covenants that, among other things, restrict our ability to sell assets, incur additional debt, create liens on assets, make investments or acquisitions, engage in mergers or consolidations, pay dividends to stockholders or repurchase common stock, and other corporate activities. The negative covenant with respect to our debt, prohibits us from incurring indebtedness for borrowed money, installment obligations, or obligations under capital leases, other than (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing under the Credit Agreement, (3) indebtedness existing prior to execution of the Credit Agreement not paid off with the proceeds of borrowings under the Credit Agreement with the permission of JPMorgan, (4) purchase money indebtedness, (5) indebtedness created for the sole purpose of amending, extending, renewing or replacing permitted indebtedness referred to in clause (3) (provided the principal amount of such indebtedness is not increased) and (6) other indebtedness in the aggregate amount of $5.0 million per year, excluding insurance premium financing.

The Credit Agreement also contains affirmative financial covenants relating to our (1) maximum leverage ratio, measured quarterly beginning June 30, 2012, (2) minimum fixed charge coverage ratio, measured quarterly beginning September 30, 2012, and (3) minimum average daily cash position, measured monthly beginning May 31, 2012.

In connection with our entering into the Credit Agreement, JPMorgan as first lien lender, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent on behalf of the Second Lien Creditors (including the holders of the notes), entered into an Intercreditor Agreement dated as of December 28, 2011. The Intercreditor Agreement, among other things, defines the rights of our debt holders with respect to collateral.

Registered Exchange Offer

On March 15, 2012, the Company completed a registered exchange offer to exchange up to $173.1 million aggregate principal amount of its registered 14.25% Senior Secured Notes due 2015, which we refer to as the Exchange Notes, for $173.1 million aggregate principal amount of its outstanding unregistered 14.25% Senior Secured Notes due 2015, which we refer to as the Senior Notes. The terms of the Exchange Notes are identical in all material respects to the terms of the Senior Notes for which they were exchanged, except that the Exchange Notes have been registered under the Securities Act of 1933 (the “Securities Act”) and, therefore, the terms relating to transfer restrictions, registration rights and additional interest applicable to the Senior Notes are not applicable to the Exchange Notes, and the Exchange Notes will bear different CUSIP numbers. An aggregate of $172.8 million in principal amount of Senior Notes were tendered in the exchange offer, and $172.8 million in aggregate principal amount of Exchange Notes were issued at the closing of the exchange offer.

NOTE 7— STOCKHOLDERS’ EQUITY

Common Stock

On February 28, 2011, the Company’s board of directors approved a one-for-ten reverse common stock split, which became effective on that date. On January 6, 2012, the Company's board of directors approved a one-for-five reverse common stock split, which became effective on that date. All references to common shares and per-share data for all periods presented in

13

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

this report have been adjusted to give effect to these reverse splits. As no change was made to the par value of the common shares, a total of $62,140 was reclassified from common stock to additional paid-in capital as of December 31, 2011.

No fractional shares were issued in connection with the reverse stock split on January 6, 2012, and in lieu thereof, the number of shares of common stock held by any stockholder who would otherwise have been entitled to a fractional share was rounded up to the next highest full share.

Preferred Stock

On March 3, 2011 we issued 20,000 shares of Series A Preferred Stock for $20 million. The Series A Preferred Stock is not convertible and has a liquidation preference of up to $40 million. The Preferred Stock is not redeemable unless the Company completes an initial public offering, at which time the Preferred Stock is redeemable at a redemption price equal to the original purchase price. The Preferred Stock holders also acquired 9,896,960 shares of the Company’s common stock.

On March 30, 2012, we issued 2,700,000 shares of common stock, that are immediately exchangeable into 13,500 shares of Series B Preferred Stock upon approval of the issuance of the preferred stock by the stockholders of the Company, for $13.5 million. The Series B Preferred Stock is convertible to common stock at a ratio of 200 to 1 and is entitled to dividends of 5% per annum, paid either in cash or stock on a quarterly basis. The Series B Preferred Stock is redeemable upon the Company’s completion of an initial public offering at a redemption price equal to or more than the original purchase price. The purchasers of the stock also received 1,037,968 warrants, each convertible into one share of common stock at an exercise price of $3.00 per share. We allocated $1,620,000 of the proceeds to the warrants, which was recorded as additional paid-in capital, based on the relative fair values of the stock and the warrants at the time of issuance of the securities. In April 2012, the Series B Preferred Stock were approved for issuance. As of May 18, 2012, a total of 2,477,600 shares of the common stock had been exchanged for 12,388 shares of Series B Preferred Stock.

NOTE 8—STOCK AWARD PLAN

Overview

In exchange for services provided, we have issued restricted and unrestricted stock and stock options to employees and non-employees under the 2010 Omnibus Equity Incentive Plan (the “2010 Plan”). As of January 1, 2012, we have reserved 1,044,817 shares of common stock (or options to purchase common stock) under the 2010 Plan for future issuances. The awards typically have a ten-year life and a four-year vesting period.

Absent an active market for our equity securities, the market value of our common stock underlying the restricted stock or stock options granted was determined by management and approved by our Board of Directors at the time of grant. In determining such fair market value, for purposes of valuing our share-based payment awards, we obtained contemporaneous valuations compiled either internally by management or by third-party appraisers based primarily on our financial forecasts and comparable peer company data. Among other significant assumptions, the valuation reflects a marketability discount as our equity securities are not traded. The underlying assumptions significantly impact the resulting estimated market value of our stock and the fair value of our restricted stock and option grants.

Restricted Stock

During the first quarter 2012, the Company issued 35,000 restricted shares to a key employee and a director under the 2010 plan. The grant-date fair value of the restricted shares was determined to be $3.50 per share, based on the estimated market value of our non-publicly traded common stock at the date of grant.

Stock Options

During the first quarter 2012, the Company granted 30,000 stock options to a key employee under the 2010 Plan. The stock options entitle the recipient to purchase shares of our common stock at an exercise price of $3.50 per share at any time over the options’ ten-year life, subject to the options’ four-year vesting schedule.

The fair value of our option grants was calculated through the use of the Black-Scholes option pricing model. The model requires certain assumptions regarding the estimated market price of the Company’s currently non-traded stock, the risk-free interest rate, the expected share price volatility and the expected term of each option grant.

14

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

The assumptions used in arriving at the $1.97 fair value of the option grant during the first quarter are as follows:

	March 31, 2012
Risk-free interest rate	1.14	%
Dividend yield	—	%
Expected volatility	60.00	%
Expected term (in years)	6.25

◦ Risk-free interest rate. The risk-free interest rate is based on the treasury yield rate with a maturity corresponding to the expected term or option life assumed at the grant date.

◦ Expected Term. Since we had not previously issued any options to our employees prior to the third quarter 2011, and therefore had no historical forfeiture experience, we estimated the expected term of the option using the simplified method as permitted by SEC Topic 14. D2. Share-based payments, Expected term. The simplified method estimates the expected term of the option by calculating the mid-point between the vesting period end-date and the end of the contract term.

◦ Expected Volatility. As there was no trading market for our equity securities, expected volatility of our stock price is based on historical and expected volatility rates of comparable publicly traded peer companies.

The stock-based compensation expense related to all our unvested restricted stock awards and stock option awards described above was approximately $0.3 million and $0.2 million, respectively, for the three-month periods ended March 31, 2012 and 2011 and was primarily included in General and administrative expenses. The remaining unrecognized stock-based compensation expense as of March 31, 2012 of approximately $3.3 million will be recognized over the average remaining vesting period of approximately 3.1 years.

NOTE 9—EARNINGS PER SHARE

The following table is a reconciliation of the numerator and the denominator of our basic and diluted earnings per share for the three-month periods ended March 31, 2012 and 2011:

	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
	(Unaudited)
Net loss attributable to Platinum—basic and diluted	$	(9,388,953	)	$	(3,876,611	)
Weighted average shares of common stock outstanding—basic and diluted	13,818,440			5,072,950
Net loss per share:
Basic	$	(0.68	)	$	(0.76	)
Diluted	$	(0.68	)	$	(0.76	)

The calculation of weighted average shares of common stock outstanding—diluted for the three months ended March 31, 2012 excludes 4.8 million of outstanding restricted stock and stock option awards because their effect was anti-dilutive. The calculation of weighted average shares of common stock outstanding—diluted for the three months ended March 31, 2011, excludes 1.4 million of outstanding restricted stock awards because their effect was anti-dilutive.

NOTE 10—INCOME TAXES

The effective tax rate of approximately 0.5% for the three month periods ended March 31, 2012 and 2011 is lower than the federal statutory rate as the majority of our income tax benefits were not recognized. This is because we are not able to conclude that it is more likely than not that we will be able to use these loss carryforwards and, as such, have provided a corresponding valuation allowance. We recognized a tax benefit from the losses of a consolidated variable interest entity which files a separate tax return.

15

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

NOTE 11—VARIABLE INTEREST ENTITY

We account for variable interest entities (“VIEs”) in accordance with FASB ASC Topic 810, Consolidation. On March 3, 2011, we entered into a lease agreement with Well Services Blocker, Inc. (“WSB”) and two of its wholly owned entities, Moncla Pressure Pumping Well Services, L.L.C. (“PP”) and Moncla Coil Tubing Well Services, LLC. (“CT”) to lease all of the coil tubing and pressure pumping equipment held by PP, CT and MW Services Transportation LLC (“MWST”) (collectively, the “WSB Business”). Due to a protective right included in the lease agreement that enables the sole shareholder of the WSB Business to sell to us the assets subject to the lease purchase agreement upon the occurrence of certain events, we determined that PP, CT and MWST are variable interest entities. We further determined that we are the primary beneficiary of PP, CT and MWST because the lease provides us with full control of all of the operating assets of PP, CT and MWST. As of March 31, 2012, the combined financials statements of PP, CT and MWST had $14.8 million in total assets and $12.0 million in total liabilities.

We obtained control of the WSB Business effective March 3, 2011. In accordance with FASB ASC Topic 805, Business Combinations, we accounted for the acquisition of the WSB Business using the acquisition method which requires an acquirer to recognize and measure the identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of the net assets acquired, net of tax, was $2,646,064, which was recognized as non-controlling interests.

NOTE 12—RELATED PARTY TRANSACTIONS

On March 21, 2012, we entered into a stock purchase agreement with certain investors and current security holders of the Company, including Clearlake Capital Partners (Master) II, L.P. (“CCG”) and Mr. L. Charles Moncla, Jr., the Company’s Chairman of the Board and Chief Executive Officer, pursuant to which we agreed to issue and sell up to 2,700,000 shares of common stock at a purchase price of $5.00 per Share, for an aggregate purchase price of up to $13.5 million. CCG and Mr. Moncla also agreed to purchase any remaining shares not purchased by other investors in proportion to their existing ownership of common stock of the Company prior to the offering. We completed the stock sale on March 30, 2012, as more fully disclosed in Note 7.

On March 3, 2011, we entered into a lease agreement with WSB and two of its wholly owned entities, PP and CT, to lease certain pressure pumping and coil tubing equipment. These entities are controlled by our CEO. The term of the lease is for two years commencing March 3, 2011. Under the terms of the lease we will pay WSB a monthly fee of $210,000 over a term of two years. Should there be a change of control in the Company, we may, at the option of the lessor, be obligated to purchase the assets subject to the lease agreement for an amount equal to the greater of:

a. The aggregate of the outstanding balance of the loans from JPMorgan Chase Bank, N.A. and from WSB’s shareholder, Charles Moncla limited to $16.1 million; and

b. The lesser of (i) the last twelve months of revenue generated by the business of WSB or (ii) $20 million.

As explained above, we consolidated the WSB Business effective March 3, 2011.

The Company entered into a lease agreement with a certain related party to lease the Del Yard located in Scott, Louisiana commencing March 1, 2011. The agreement requires a monthly fee of $10,000 over a term of two years.

During December 2010, the Company entered into an overhead allocation agreement with Layton Corporation, a company owned and controlled by one of the Company’s directors, covering the Company’s office space at 2100 West Loop South, 16th Floor, Houston, Texas. This agreement provides for the shared space and other office services provided by Layton Corporation and the Company will pay $30,000 per month for these services over two years. The Company also entered into a contract with Layton Corporation whereby the Company paid Layton Corporation a $1.35 million fee for services related to the offering of debt and equity which closed on March 3, 2011. In March 2012, in connection with a restructuring of our board of directors, Daniel

Layton resigned from the board.

The amounts due to affiliates are unsecured, interest free and has no fixed term of repayment. The calculation of amounts due to affiliate, non-current, is as follows:

16

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

Balance as of December 31, 2011	$	11,105,056
Lease payment due to PP, CT and MWST	(630,000		)
Other, net	(63,185		)
Balance as of March 31, 2012	$	10,411,871

NOTE 13—COMMITMENTS AND CONTINGENCIES

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We have operating lease commitments expiring at various dates, principally for office space, real estate, railcars, and vehicles. Rental expense relating to operating leases was $1.7 million and $0.1 million during the three months ended March 31, 2012 and 2011, respectively. As of March 31, 2012, future minimum rental payments related to noncancellable operating leases were as follows: 2012—$2.7 million, 2013—$2.8 million, 2014—$2.0 million, 2015—$1.9 million, 2016—$1.8 million, thereafter—$2.4 million , and in the aggregate—$13.6 million.

We have a commitment to purchase 100,000 gallons of guar gum per month, a necessary input for our hydraulic fracturing services, at prevailing market prices, commencing in September, 2011. The agreement expires in August 2012 unless extended by the Company for an additional 12 months.

We have a commitment to purchase 150,000 tons of sand per year, a necessary input for our hydraulic fracturing services, with the option to increase it to 300,000 tons per year. The agreement expires in July 2012 unless extended by the Company for an additional 12 months.

We have a commitment to purchase 10,000 tons of sand per month from a second supplier. The agreement expires in September 2013 unless extended by mutual agreement for additional six-month terms.

We have commitments with third parties for the purchase of well services equipment for our third hydraulic fracturing fleet. The total purchase commitment as of March 31, 2012 was approximately $37.0 million, payable in increments due before each piece of equipment is delivered. The Company made payments during 2011 of $25.8 million toward such commitments.

We have commitments for the purchase of well services equipment for fourth and fifth hydraulic fracturing fleets with two third-party vendors. The purchase commitments as of March 31, 2012 were approximately $33.1 million and $32.7 million, respectively, payable in increments due before each piece of equipment is delivered. The Company made cash deposits during 2011 of $9.2 million and $4.1 million, respectively, toward such commitments.

In the normal course of business, the Company is subject to various taxes in the jurisdictions in which it operates. The determination of whether or not certain transactions are taxable requires management to make judgments based on interpretation of applicable tax rules. The Company’s consolidated balance sheet includes an accrual for certain non-income tax exposures in the amount of $5.9 million as of March 31, 2012.

Our business plan contemplates, among other things, the acquisition of up to five high-specification hydraulic fracturing fleets. The acquisition of equipment for these fleets requires significant capital, and we are seeking to continue with the implementation of our plan notwithstanding the postponement of our initial public offering. As a result of the postponement and our decision to continue as planned, we are faced with significant short-term cash constraints. To alleviate such constraints, we completed a $13.5 million stock offering in March 2012. We also are pursuing alternative financing arrangements for our fourth and fifth fleets. While we believe that we will be able to obtain alternative financing for our fourth and fifth fleets, our inability to do socould require us to delay or abandon the acquisition of such equipment or the development and construction of new projects, reduce the scope of projects or sell various projects, among other things, any of which could materially adversely affect the Company.

17

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

NOTE 14—SEGMENT REPORTING

We operate our business in three reportable segments: (1) Hydraulic Fracturing, (2) Coiled Tubing, and (3) Other Pressure Pumping Services. These business segments provide different services and utilize different technologies.

• Hydraulic Fracturing: Hydraulic fracturing services are utilized when the formations holding oil and natural gas lack the permeability to release their hydrocarbons quickly and economically as is typical in many active unconventional oil and natural gas plays. Our fracturing services include providing technical expertise and experience to improve well completions as well as conducting technical evaluations, job design and fluid recommendations. We commenced hydraulic fracturing operations on August 29, 2011, in southern Texas.

• Coiled Tubing: Coiled tubing allows operators to service a well while continuing production without shutting down the well, reducing risk of formation damage. Our Coiled Tubing segment currently conducts operations in Texas and Louisiana.

• Other Pressure Pumping Services: Cementing service uses pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole, among other applications. We perform routine pressure pumping services in conjunction with coiled tubing. Our Other Pressure Pumping Services segment currently conducts operations in Louisiana and Utah.

Results for these business segments are presented below. We use the same accounting policies to prepare our business segment results as are used to prepare our consolidated financial statements. Summarized financial information concerning our segments is shown in the following table:

Three Months Ended	Hydraulic Fracturing			Coil Tubing			Other Pressure Pumping			Corporate and Other(2)			Consolidated
March 31, 2012
Revenues	$	35,038,200		$	4,198,619		$	898,217		$	—		$	40,135,036
Cost of services	(26,990,110		)	(3,131,041		)	(857,098		)	(1,603,368		)	(32,581,617		)
Gross profit (loss)(1)	8,048,090			1,067,578			41,119			(1,603,368		)	7,553,419
Depreciation	(3,675,600		)	(1,107,611		)	(266,372		)	(32,865		)	(5,082,448		)
General and administrative expense	—			—			—			(4,657,954		)	(4,657,954		)
Operating loss	$	4,372,490		$	(40,033	)	$	(225,253	)	$	(6,294,187	)	$	(2,186,983	)
Capital expenditures, including equipment deposits	29,234,713			3,848,059			31,500			185,193			33,299,465

We did not provide hydraulic fracturing services until the third quarter of 2011, therefore, for the three-month period ended March 31, 2011, we only had two reportable segments: Coil Tubing and Other Pressure Pumping.

Three Months Ended	Hydraulic Fracturing		Coil Tubing			Other Pressure Pumping			Corporate and Other(2)			Consolidated
March 31, 2011
Revenues	$	—	$	197,262		$	104,754		$	—		$	302,016
Cost of services	—		(74,495		)	(94,426		)	—			(168,921		)
Gross profit (loss)(1)	—		122,767			10,328			—			133,095
Depreciation and amortization	—		(226,376		)	(59,985		)	(3,546		)	(289,907		)
General and administrative expense	—		—			—			(2,334,829		)	(2,334,829		)
Operating loss	$	—	$	(103,609	)	$	(49,657	)	$	2,338,375		$	(2,491,641	)
Capital expenditures, including equipment deposits	—		12,739,849			3,006,551			—			15,746,400

___________________

⁽¹⁾  Gross Profit represents Revenues minus Costs of services.

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PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

⁽²⁾  “Corporate and Other” represents items that are not directly related to a particular operating segment and eliminations. Excluding the $4.7 million and $2.3 million in corporate general and administrative expenses for the three-month periods ended March 31, 2012 and 2011, respectively, total operating segments’ income (loss) for such periods would have been $(2.5) million and $0.2 million, respectively.

The total assets per segment were as follows:

As of	Hydraulic Fracturing		Coil Tubing		Other Pressure Pumping		Corporate and Other(2)		Consolidated
March 31, 2012	$	201,459,543	$	33,107,976	$	8,476,642	$	23,812,054	$	266,856,215
December 31, 2011	$	173,249,544	$	29,346,158	$	6,933,086	$	29,506,955	$	239,035,743

NOTE 15—SUPPLEMENTAL FINANCIAL INFORMATION

Prepayments consisted of the following:

	March 31, 2012		December 31, 2011
Prepayments for
Materials and equipment	$	6,893,288	$	6,420,228
Insurance	3,868,709		563,494
Rents and various leases	825,656		568,097
Security deposits and various permits	115,340		12,001
Total prepayments	$	11,702,993	$	7,563,820

Other assets consisted of the following:

	March 31, 2012		December 31, 2011
Deferred costs related to
Senior Notes, Original	$	8,681,113	$	9,231,808
Senior Notes, Additional	2,769,315		2,938,156
Equity offering and line of credit	2,405,637		1,873,392
Security deposits related to operating leases	1,909,087		2,133,387
Total other assets	$	15,765,152	$	16,176,743

Accrued expenses consisted of the following:

	March 31, 2012		December 31, 2011
Accrued payroll	$	1,368,157	$	1,628,170
Accrued expenses	2,967,375		2,073,290
Accrued taxes	731,735		1,829,699
Accruals related to various materials and equipment	5,888,991		5,511,491
Accrued interest on Senior Notes	2,055,595		8,222,380
Total accrued expenses	$	13,011,853	$	19,265,030

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PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

Supplemental cash flow information was as follows for the three-months ended:

	March 31, 2012			March 31, 2011
Account receivables	$	3,498,709		$	(45,218	)
Inventory	(3,480,677		)	—
Prepaids and other current assets	(3,914,873		)	(1,988,924		)
Account payables and accrued expenses	32,427,537			3,597,326
Deferred revenue	(5,125,061		)	—
Changes in assets and liabilities	$	23,405,635		$	1,563,184

NOTE 16—FINANCIAL INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARY GUARANTOR

On March 3, 2011 and September 29, 2011, Platinum Energy Solutions, Inc. ("PES") completed the private placement of the 14.25% Senior Secured Notes due March 2015, guaranteed on a senior secured basis by Platinum Pressure Pumping, Inc., a wholly owned subsidiary of PES (“PPP” or the “Guarantor”). The guarantee is full and unconditional and (if additional subsidiary guarantors are added) will be joint and several with such other subsidiary guarantors and the Guarantor is 100% owned by PES. Under the terms of the Indenture for the Senior Notes, as amended, PPP may not sell or otherwise dispose of all or substantially all of its assets to, or merge with or into another entity, other than the Company, unless no default exists under the Indenture, as amended, and the acquirer assumes all of the obligations of the Guarantor under the Indenture, as amended. PES is a holding company with no significant operations, other than through its subsidiary.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of comprehensive loss and consolidated statements of cash flows of PES as parent, PPP as the guarantor subsidiary and non-guarantor entities for the periods reported.

20

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2012 (Unaudited)
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	10,525,900		$	178,408		$	294,271		$	—		$	10,998,579
Accounts receivable, net	200,000			25,719,539			10,946			—			25,930,485
Inventory	—			8,752,750			—			—			8,752,750
Investment in subsidiary	1,000			—			—			(1,000		)	—
Prepayments and other current assets	3,880,711			7,822,282			—			—			11,702,993
Deferred tax asset	—			—			191,762			—			191,762
Intercompany receivables	178,763,934			—			—			(178,763,934		)	—
Total current assets	$	193,371,545		$	42,472,979		$	496,979		$	(178,764,934	)	$	57,576,569
Property and equipment, net	—			179,232,410			14,282,084			—			193,514,494
Other assets	13,865,092			1,900,060			—			—			15,765,152
Total assets	$	207,236,637		$	223,605,449		$	14,779,063		$	(178,764,934	)	$	266,856,215
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Line of credit	15,000,000			—			—			—			15,000,000
Accounts payable	6,958,122			51,272,243			95,900			—			58,326,265
Accrued expenses	2,620,737			10,391,145			(29		)	—			13,011,853
Intercompany payables	—			178,763,934			—			(178,763,934		)	—
Deferred revenue	—			6,002,068			—			—			6,002,068
Total current liabilities	$	24,578,859		$	246,429,390		$	95,871		$	(178,763,934	)	$	92,340,186
Long-term debt	168,007,649			—			—			—			168,007,649
Amounts due to affiliates	—			—			10,411,871			—			10,411,871
Deferred revenue	—			2,000,000			—			—			2,000,000
Deferred tax liabilities	—			23,026			1,486,267			—			1,509,293
Total liabilities	$	192,586,508		$	248,452,416		$	11,994,009		$	(178,763,934	)	$	274,268,999
Stockholders’ Equity (Deficit):
Preferred Stock	20			—			—			—			20
Common Stock	18,270			1,000			—			(1,000		)	18,270
Additional paid in capital	38,955,119			—			—			—			38,955,119
Accumulated other comprehensive income	—			—			—			—			—
Accumulated deficit	(24,323,280		)	(24,847,967		)	—			—			(49,171,247		)
Total Platinum stockholders’ equity (deficit)	$	14,650,129		$	(24,846,967	)	$	—		$	(1,000	)	$	(10,197,838	)
Noncontrolling interest	—			—			2,785,054			—			2,785,054
Total stockholders’ equity (deficit)	$	14,650,129		$	(24,846,967	)	$	2,785,054		$	(1,000	)	$	(7,412,784	)
Total liabilities and stockholders’ equity (deficit)	$	207,236,637		$	223,605,449		$	14,779,063		$	(178,764,934	)	$	266,856,215

21

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2011
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	7,835,894		$	2,018,418		$	299,001		$	—		$	10,153,313
Accounts receivable, net	—			29,392,767			36,427			—			29,429,194
Available for sale investment securities	4,951,361			—			—			—			4,951,361
Inventory	—			5,272,073			—			—			5,272,073
Investment in subsidiary	1,000			—			—			(1,000		)	—
Prepayments and other current assets	538,378			7,025,442			—			—			7,563,820
Deferred tax asset	—			—			191,762			—			191,762
Intercompany receivables	173,460,201			—			—			(173,460,201		)	—
Total current assets	$	186,786,834		$	43,708,700		$	527,190		$	(173,461,201	)	$	57,561,523
Property and equipment, net	—			150,194,657			15,102,820			—			165,297,477
Other assets	14,052,383			2,124,360			—			—			16,176,743
Total assets	$	200,839,217		$	196,027,717		$	15,630,010		$	(173,461,201	)	$	239,035,743
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Line of credit	18,958,512			—			—			—			18,958,512
Accounts payable	914,572			17,941,894			95,900			—			18,952,366
Accrued expenses	10,675,351			8,589,708			(29		)	—			19,265,030
Intercompany payables	—			173,460,201			—			(173,460,201		)	—
Deferred revenue	—			9,627,129			—			—			9,627,129
Total current liabilities	$	30,548,435		$	209,618,932		$	95,871		$	(173,460,201	)	$	66,803,037
Long-term debt	167,689,860			—			—			—			167,689,860
Amounts due to affiliates	—			—			11,105,056			—			11,105,056
Deferred revenue	—			3,500,000			—			—			3,500,000
Deferred tax liabilities	—			—			1,562,942			—			1,562,942
Total liabilities	$	198,238,295		$	213,118,932		$	12,763,869		$	(173,460,201	)	$	250,660,895
Stockholders’ Equity (Deficit):
Preferred Stock	20			—			—			—			20
Common Stock	15,535			1,000			—			(1,000		)	15,535
Additional paid in capital	25,240,012			—			—			—			25,240,012
Accumulated other comprehensive income	35,434			—			—			—			35,434
Accumulated deficit	(22,690,079		)	(17,092,215		)	—			—			(39,782,294		)
Total Platinum stockholders’ equity (deficit)	$	2,600,922		$	(17,091,215	)	—			$	(1,000	)	$	(14,491,293	)
Noncontrolling interest	—			—			2,866,141			—			2,866,141
Total stockholders’ equity (deficit)	$	2,600,922		$	(17,091,215	)	$	2,866,141		$	(1,000	)	$	(11,625,152	)
Total liabilities and stockholders’ equity (deficit)	$	200,839,217		$	196,027,717		$	15,630,010		$	(173,461,201	)	$	239,035,743

22

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS Three Months Ended March 31, 2012 (Unaudited)
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
Revenue	$	—		$	40,135,036		$	630,000		$	(630,000	)	$	40,135,036
Cost of services	—			(33,211,617		)	—			630,000			(32,581,617		)
Depreciation	—			(4,261,712		)	(820,736		)	—			(5,082,448		)
General and administrative expenses	(2,420,235		)	(2,237,719		)	—			—			(4,657,954		)
Loss from operations	$	(2,420,235	)	$	423,988		$	(190,736	)	$	—		$	(2,186,983	)
Interest income (expense), net	787,034			(8,147,150		)	32,974			—			(7,327,142		)
Loss before income tax	$	(1,633,201	)	$	(7,723,162	)	$	(157,762	)	$	—		$	(9,514,125	)
Income tax benefit (expense)	—			(32,590		)	76,675			—			44,085
Net loss	$	(1,633,201	)	$	(7,755,752	)	$	(81,087	)	$	—		$	(9,470,040	)

23

PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS Three Months Ended March 31, 2011 (Unaudited)
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
Revenue	$	—		$	302,016		$	210,000		$	(210,000	)	$	302,016
Cost of services	—			(369,215		)	(9,706		)	210,000			(168,921		)
Depreciation	—			(64,388		)	(225,519		)	—			(289,907		)
General and administrative expenses	(2,334,829		)	—			—			—			(2,334,829		)
Loss from operations	$	(2,334,829	)	$	(131,587	)	$	(25,225	)	$	—		$	(2,491,641	)
Interest expense, net	(1,410,195		)	—			—			—			(1,410,195		)
Loss before income tax	$	(3,745,024	)	$	(131,587	)	$	(25,225	)	$	—		$	(3,901,836	)
Income tax expense	—			—			(18,870		)	—			(18,870		)
Net loss	$	(3,745,024	)	$	(131,587	)	$	(44,095	)	$	—		$	(3,920,706	)

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PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2012 (Unaudited)
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,633,201	)	$	(7,755,752	)	$	(81,087	)	$	—		$	(9,470,040	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	—			4,261,712			820,736			—			5,082,448
Amortization of debt issuance costs and debt discounts	1,037,326			—			—			—			1,037,326
Deferred income taxes	—			23,026			(76,675		)	—			(53,649		)
Stock-based compensation expense	312,311			—			—			—			312,311
Changes in assets and liabilities:
Accounts receivable	(200,000		)	3,673,228			25,481			—			3,498,709
Intercompany receivables	(5,303,733		)	—			—			5,303,733			—
Inventory	—			(3,480,677		)	—			—			(3,480,677		)
Accounts payable and accrued expenses	(2,011,064		)	35,131,786			(693,185		)	—			32,427,537
Intercompany payables	—			5,303,733			—			(5,303,733		)	—
Other current assets	(3,342,333		)	(572,540		)	—			—			(3,914,873		)
Deferred revenue	—			(5,125,061		)	—			—			(5,125,061		)
Net cash provided by (used in) operating activities	$	(11,140,694	)	$	31,459,455		$	(4,730	)	$	—		$	20,314,031
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities	$	—		$	—		$	—		$	—		$	—
Sale of investment securities	4,915,927			—			—			—			4,915,927
Purchase of and deposits for property and equipment	—			(33,299,465		)	—			—			(33,299,465		)
Other	—			—			—			—			—
Net cash provided by (used in) investing activities	$	4,915,927		$	(33,299,465	)	$	—		$	—		$	(28,383,538	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	$	13,500,000		$	—		$	—		$	—		$	13,500,000
Repayment of line of credit	(3,958,512		)	—			—			—			(3,958,512		)
Payment of equity offering costs	(626,715		)	—			—			—			(626,715		)
Net cash provided by financing activities	$	8,914,773		$	—		$	—		$	—		$	8,914,773
Net increase (decrease) in cash and cash equivalents	$	2,690,006		$	(1,840,010	)	$	(4,730	)	$	—		$	845,266
Cash and cash equivalents—Beginning	7,835,894			2,018,418			299,001			—			10,153,313
Cash and cash equivalents—Ending	$	10,525,900		$	178,408		$	294,271		$	—		$	10,998,579

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PLATINUM ENERGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

PLATINUM ENERGY SOLUTIONS, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2011 (Unaudited)
	Parent (PES)			Guarantor (PPP)			Non-Guarantor Entities			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,745,024	)	$	(131,587	)	$	(44,095	)	$	—		$	(3,920,706	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	—			64,388			225,519			—			289,907
Amortization of debt issuance costs and debt discounts	260,161			—			—			—			260,161
Deferred income taxes	—			—			(29,642		)	—			(29,642		)
Stock-based compensation expense	235,009			—			—			—			235,009
Changes in assets and liabilities:
Accounts receivable	(8,171		)	(293,845		)	256,798			—			(45,218		)
Intercompany receivables	(16,107,444		)	—			—			16,107,444			—
Accounts payable and accrued expenses	4,020,636			—			(423,310		)	—			3,597,326
Intercompany payables	—			16,107,444			—			(16,107,444		)	—
Other current assets	(1,988,924		)	—			—			—			(1,988,924		)
Net cash provided by (used in) operating activities	$	(17,333,757	)	$	15,746,400		$	(14,730	)	$	—		$	(1,602,087	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities	(5,653,411		)	—			—			—			(5,653,411		)
Sale of investment securities	2,500,000			—			—			—			2,500,000
Purchase of and deposits for property and equipment	—			(15,746,400		)	—			—			(15,746,400		)
Other	—			—			6,986			—			6,986
Net cash used in investing activities	$	(3,153,411	)	$	(15,746,400	)	$	6,986		$	—		$	(18,892,825	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of senior notes	$	112,428,600		—			—			—			$	112,428,600
Proceeds from issuance of preferred stock	20,000,000			—			—			—			20,000,000
Payment of debt issuance costs	(11,146,742		)	—			—			—			(11,146,742		)
Release of restricted cash	6,637,493			—			—			—			6,637,493
Repayment of line of credit	(6,743,606		)	—			—			—			(6,743,606		)
Contribution from noncontrolling interests	—			—			73,000			—			73,000
Net cash provided by financing activities	$	121,175,745		—			73,000			—			$	121,248,745
Net increase in cash and cash equivalents	$	100,688,577		$	—		$	65,256		$	—		$	100,753,833
Cash and cash equivalents—Beginning	1,431,595			—			—			—			1,431,595
Cash and cash equivalents—Ending	$	102,120,172		$	—		$	65,256		$	—		$	102,185,428

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 included elsewhere herein, and with our special report on Form 10-K for the year ended December 31, 2011. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this quarterly report on Form 10-Q. See “Forward-Looking Statements” below.

In this report, the “Company,” “we,” or “Platinum” refers to Platinum Energy Solutions, Inc. and its subsidiaries unless the context otherwise requires.

Overview

We are a Houston, Texas based oilfield services provider specializing in premium hydraulic fracturing, coiled tubing and other pressure pumping services. We started providing hydraulic fracturing services on August 29, 2011 to Petrohawk Energy Corporation (“Petrohawk”) in the Eagle Ford Shale. We started providing acid fracturing services on October 24, 2011 to El Paso in the Altamont Field in Utah. We commenced hydraulic fracturing services for Encana Oil & Gas (USA), Inc. (“Encana”) in the Haynesville Shale on November 29, 2011. In addition to the two hydraulic fracturing fleets we have purchased to service Petrohawk and Encana, we have purchased a substantial portion of a third hydraulic fracturing fleet and have deposits on fourth and fifth hydraulic fracturing fleets. The delivery of the equipment for these additional fleets is currently on hold and we are working closely with the equipment manufacturers as to when, or if, we will take delivery of the equipment. We utilize modern, high pressure-rated fracturing equipment that allows us to handle challenging geological environments, reduce operating costs, increase asset utilization and deliver excellent customer service. In addition, we have established a contract for wet sand supply and physical capabilities around the transport, processing and storage of sand used in the hydraulic fracturing process. We believe this will be a competitive advantage, particularly given the current market constraint in the supply of dry sand. Our management team has extensive industry experience providing completion and workover services to exploration and production (“E&P”) companies.

Our Busienss

General

Historically, our revenue has been derived from the performance of coiled tubing and pressure pumping services. Since the end of August 2011, we have provided hydraulic fracturing services which we believe will provide the primary revenue source for the Company. Our revenue from coiled tubing and pressure pumping services has been, and we believe will continue to be, derived from prevailing market rates for coiled tubing and pressure pumping services, together with associated charges for stimulation fluids, nitrogen and coiled tubing materials.

Hydraulic Fracturing Services

Our revenues from hydraulic fracturing are derived from per-stage fees (often with monthly minimums) for the committed hydraulic fracturing fleets under term contracts, together, in some instances, with associated charges or handling fees for chemicals and proppants that are consumed during the fracturing process. The Company continues to seek additional long term arrangements with respect to our hydraulic fracturing fleets in the future. However, the Company may also seek additional revenue opportunities in the spot or short-term market, similar to our coiled tubing and pressure pumping arrangements.

Coiled Tubing Services

We provide coiled tubing services in the United States. Coiled tubing is a key segment of the well service industry that allows operators to continue production during service operations without shutting down the well, reducing the risk of formation damage. The growth in deep well and horizontal drilling has increased the market for coiled tubing. Coiled tubing services involve using flexible steel pipe inserted into oil and gas wells to perform a variety of services. This flexible steel pipe, known as coiled tubing, is typically thousands of feet long and coiled onto a specialty truck. The small diameter of coiled tubing allows it to be inserted through production tubing, allowing work to be done on an active well. Coiled tubing provides many advantages over costlier workover rigs. For example, wells do not have to cease production (shut in) during most coiled tubing operations, reducing

27

the risk of damaging the formation. Additionally, coiled tubing can be inserted and removed more quickly than conventional pipe, which must be joined and unjoined. Coiled tubing also allows for the precise directing of fluids and treatment chemicals in a wellbore, resulting in better stimulation treatments.

Other Pressure Pumping Services

We also provide cementing and other pressure pumping services to our customers. Cementing services use pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole. The principal use of cementing is known as primary cementing. Primary cementing provides isolation between fluid zones behind the casing to minimize potential damage to hydrocarbon bearing formations or the integrity of freshwater aquifers, and provides structural integrity for the casing by securing it to the earth. Cementing is also done when recompleting wells, where one zone is plugged and another is opened. Plugging and abandoning wells also requires cementing services. In addition to cementing services, we expect to provide other pressure pumping services, which will include well injection, cased-hole testing, workover pumping, mud displacement and wireline pumpdowns. Our customers would utilize these other pressure pumping services in connection with the completion of new wells and remedial and production enhancement work on existing wells.

Results of Operations

Our results of operations are driven primarily by four interrelated variables: (1) drilling and stimulation activities of our customers; (2) prices we charge for our services; (3) cost of products, materials and labor; and (4) our service performance. Because we bill the cost of raw materials, such as proppants, sand, and chemicals, to our customers in our term contracts, our profitability is not materially impacted by changes in the costs of such materials. To a large extent, the pricing environment for our services will dictate our level of profitability.

The following table presents selected information regarding the results of operations of our business for the three months ended March 31, 2012 and 2011, respectively:

	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
Revenue	$	40,135,036		$	302,016
Cost of services	(32,581,617		)	(168,921		)
Depreciation	(5,082,448		)	(289,907		)
General and administrative expense	(4,657,954		)	(2,334,829		)
Loss from operations	$	(2,186,983	)	$	(2,491,641	)
Interest expense, net	(7,327,142		)	(1,410,195		)
Loss before income tax	$	(9,514,125	)	$	(3,901,836	)
Income tax benefit (expense)	44,085			(18,870		)
Net loss	$	(9,470,040	)	$	(3,920,706	)

Three Months Ended March 31, 2012 compared to the Three Months Ended March 31, 2011

Revenues.For the three-month period ended March 31, 2012 we had $40.1 million of revenue of which approximately 87.3% was generated from hydraulic fracturing services, 10.5% from coil tubing services and 2.2% from other pressure pumping services. Compared to the $0.3 million of revenue in the three-month period ended March 31, 2011, of which approximately 65% and 35% was generated from coil tubing services and other pressure pumping services, respectively, we substantially increased our revenue during the current quarter due primarily to hydraulic fracturing services that we commenced during the third quarter of 2011.

Cost of Services.Our cost of services, excluding depreciation, for the three-month period ended March 31, 2012 was approximately $32.6 million, which was primarily related to labor costs and materials used in hydraulic fracturing, coil tubing and other pressure pumping services, as compared to $0.2 million for the same period in the prior year. The significant increase in cost of services was the result of commencing hydraulic fracturing services during the third quarter of 2011, as well as a full quarter of operations in the 2012 period as compared to approximately one month of operations in the 2011 period.

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Depreciation. Our depreciation expense for the three-month period ended March 31, 2012 was approximately $5.1 million, an increase of $4.8 million over the comparable prior year period, primarily related to the addition of significant new hydraulic fracturing and coil tubing equipment acquired during the second half of 2011 and the three-months ended March 31, 2012. Our depreciation expense for the three-month period ended March 31, 2011 was approximately $0.3 million due to our then early stage of operations.

General and administrative expense.General and administrative expenses were $4.7 million for the three-month period ended March 31, 2012 and were comprised primarily of payroll related costs, share-based compensation expense, and professional fees for legal and accounting services. The increase of $2.3 million over the comparable period of the prior year was primarily due to the expansion of our business.

Interest expense, net.Interest expense, net of $7.3 million for the three-month period ended March 31, 2012 was primarily attributable to our 14.25% Senior Notes. The increase of $5.9 million over the comparable period of the prior year was primarily due to incurring a full three months of interest expense on the Senior Notes for the quarter ended March 31, 2012 as compared to approximately one month during the quarter ended March 31, 2011.

Income Tax Benefit. Our income tax benefit for the three-month period ended March 31, 2012 of$44,085relates to the benefit we recognized on the operating loss of our consolidated variable interest entity. Our effective income tax rate for the 2012 and 2011 periods was less than one percent due to the valuation allowance established against our loss carryforwards.

Off-Balance Sheet Arrangements

As of March 31, 2012, we had no off-balance sheet arrangements other than as disclosed in Note 13 of our condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.

Liquidity and Capital Resources

Our primary sources of liquidity to date have been the net proceeds received from our debt and equity offerings completed in March 2011, September 2011, and March 2012, as well as borrowings under our revolving lines of credit and cash flows from operations. Our primary uses of capital have been the acquisition of equipment and general administrative expenses. We monitor potential capital sources, including equity and debt financings, in order to meet our liquidity requirements and planned capital expenditures and liquidity requirements.

The successful execution of our growth strategy depends on our ability to raise capital as needed to, among other things, finance the purchase of additional hydraulic fracturing fleets. In order to fund the purchase of additional hydraulic fracturing fleets, the Company will need to seek additional capital. If we are unable to obtain additional capital on favorable terms or at all, we may be unable to sustain or increase our current level of growth in the future. The availability of equity and debt financing will be affected by prevailing economic conditions in our industry and financial, business and other factors, many of which are beyond our control.

Our ability to satisfy debt service obligations, fund operations, and fund future capital expenditures will depend upon our future operating performance, and more broadly, on the availability of equity and debt financing, which will be affected by prevailing economic conditions, market conditions in the E&P industry and financial, business and other factors, many of which are beyond our control. We believe that our cash on hand, our expected operating performance, and borrowings available under our credit facilities will be adequate to meet operational needs for the next twelve months.

Sources and Uses of Cash

Net cash provided by operating activities was $20.3 million during the three months ended March 31, 2012, primarily attributable to our net loss of $9.5 million during the first quarter of 2012 offset by changes in our working capital of $23.4 million and depreciation expense of $5.1 million. Net cash used in operating activities was $1.6 million during the three months ended March 31, 2011, primarily attributable to our net loss of $3.9 million during the first quarter of 2011 offset by changes in our working capital of $1.6 million and approximately $0.8 million of non-cash expenses.

Net cash used in investing activities was $28.4 million during the three months ended March 31, 2012, of which $33.3 million was attributable to our purchases of and deposits on property and equipment, offset by $4.9 million proceeds from sales of our investment securities. Net cash used in operating activities was $18.9 million during the three months ended March 31,

29

2011, primarily attributable to our purchase of and deposits on property and equipment of $15.7 million and $5.7 million purchase of investment securities, offset by $2.5 million of sale of investment securities.

Net cash provided by financing activities was $8.9 million during the three months ended March 31, 2012, primarily related to the gross proceeds of $13.5 million received from our March 2012 stock offering, offset by the $4.0 million repayment of our Morgan Stanley Facility and $0.6 million payment of equity offering costs primarily related to our planned initial public offering. Net cash provided by operating activities was $121.2 million during the three months ended March 31, 2011, primarily attributable to net proceeds from issuance of the Original Senior Notes and preferred stock.

The Company had a net increase in cash and cash equivalents of $0.8 million and $100.8 million during the three months ended March 31, 2012 and 2011, respectively. The Company had cash and cash equivalents of $11.0 million and $10.2 million as of March 31, 2012 and December 31, 2011, respectively.

Assets and Liabilities

Total assets were $266.9 million as of March 31, 2012, which is an increase of $27.8 million when compared to the total assets of $239.0 million as of December 31, 2011. The increase is primarily attributable to the addition of $29.2 million in hydraulic fracturing equipment during the first quarter of 2012.

Total liabilities were $274.3 million as of March 31, 2012, which is an increase of $23.6 million when compared to December 31, 2011. The increase is primarily attributable to a $39.4 million increase in account payables, of which approximately $32.7 million relates to capital additions, offset by a repayment of $4.0 million on our line of credit balance, a decrease of $6.3 million in our accrued expenses, and a $5.1 million reduction in deferred revenue in connection with our delivery of certain hydraulic fracturing services during the first quarter of 2012.

Total shareholders’ deficit attributable to the Company was $7.4 million as of March 31, 2012, which is a decrease of $4.2 million when compared to the $11.6 million deficit as of December 31, 2011.  The net decrease is primarily due to the completion of the March 2012 stock offering of $13.5 million, offset by the net loss incurred during the first quarter of 2012 of $9.4 million.

Debt and Contractual Obligations

Our total debt, including current maturity, as of March 31, 2012 and December 31, 2011 was $183.0 million and $186.6 million, respectively. For additional information about our contractual obligations, see Notes 7 and 14 of the notes to our consolidated financial statements included in Part II, Item 8 of our special report on Form 10-K for the year ended December 31, 2011. As of March 31, 2012, there were no material changes to the disclosures regarding our contractual obligations made in the special report.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU was issued to provide largely identical guidance about fair value measurement and disclosure requirements with the new International Financial Reporting Standard No. 13, Fair Value Measurement. The ASU does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it already is required or permitted under U.S. GAAP. Most of the changes were clarifications of existing guidance or wording changes. ASU No. 2011-04 should be applied prospectively and is effective, for a public entity, beginning after December 15, 2011. For a nonpublic entity, the ASU is effective for annual periods beginning after December 15, 2011. We adopted ASU No. 2011-04 in the first quarter of 2012 and do not expect the adoption of the ASU to have a material effect on our financial position, results of operations, cash flows and disclosures.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. This ASU increases the prominence of other comprehensive income in financial statements. Under this ASU, an entity will have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. The ASU eliminates the option in U.S. GAAP to present other comprehensive income in the statement of changes in equity. ASU No. 2011-05 should be applied retrospectively and is effective, for a public entity, beginning after December 15, 2011. For a nonpublic entity, the ASU is effective for fiscal years ending after December 15, 2012. We adopted ASU No. 2011-05 in the first quarter of 2012 and do not expect the adoption of the ASU to have a material effect on our financial position, results of

30

operations, cash flows and disclosures.

In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Under ASU No. 2011-05, entities are required to present reclassification adjustments (to subsequently reclassify all items of accumulated other comprehensive income (“AOCI”) to net income or profit or loss) and the effect of those adjustments on the face of the financial statements where net income is presented, by component of net income, and on the face of the financial statements where other comprehensive income (“OCI”) is presented, by component of OCI. In addition, ASU No. 2011-05 requires that reclassification adjustments be presented in interim financial periods. ASU No. 2011-12 amends the requirements in ASU No. 2011-05 such that an entity may present those adjustments out of AOCI on the face of the financial statement in which OCI is presented or in the notes to the financial statements. ASU No. 2011-12 is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the ASU is effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.We adopted ASU No. 2011-12 in the first quarter of 2012. The adoption of the ASU had no effect on our financial position, results of operations, cash flows and disclosures.

ITEM 4.    CONTROLS AND PROCEDURES.

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as defined in Rule 13a-15 under the Securities and Exchange Act of 1934 (the "Exchange Act"), are effective.

31

PART II — OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 30, 2012, the Company issued and sold 2,700,000 shares of common stock, at $5 per share for a total of $13,500,000, to certain investors and current stockholders of the Company, including Clearlake Capital Group (“CCG”) and Mr. Charles L. Moncla, Jr., the Company’s Chairman of the Board and Chief Executive Officer. The common stock is immediately exchangeable into convertible preferred stock of the Company upon approval of the issuance and terms of such convertible preferred stock by the stockholders of the Company at a duly called meeting. As consideration for CCG’s and Mr. Moncla’s agreement to purchase any unpurchased common stock in this offering, the Company agreed to issue at closing 518,984 warrants to CCG and Mr. Moncla, with each of them receiving a pro rata portion of the warrants in proportion to their existing ownership of common stock of the Company. Each warrant is convertible into one share of common stock, has an exercise price of $3.00 per share and a 10-year term. In addition, other investors received at closing a pro rata portion of 518,984 warrants in proportion to the investment amount purchased by such investor to the total amount purchased by all investors. Each such warrant is convertible into one share of common stock of the Company, has an exercise price of $3.00 per share and a 10-year term.

ITEM 6.    EXHIBITS.

Exhibit Number	Description of Document
3.1	Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2012 (File No. 333-176566)).
10.1*	Second Amendment, dated March 6, 2012, to the Stockholders Agreement of the Company dated March 3, 2011.
10.2*	Memorandum of Understanding entered into on March 15, 2012.
10.3*	Stock Purchase Agreement, dated March 21, 2012.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith.

32

SIGNATURES

In accordance with 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 SOLUTIONS, INC.
Date:	May 21, 2012	By:	/s/ L. CHARLES MONCLA, JR.
			L. Charles Moncla, Jr.
			Chief Executive Officer and Director
Date:	May 21, 2012	By:	/s/ J. CLARKE LEGLER, II
			J. Clarke Legler, II
			Chief Financial Officer and Secretary

33

EXHIBIT INDEX

Exhibit Number	Description of Document
3.1	Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2012 (File No. 333-176566)).
10.1*	Second Amendment, dated March 6, 2012, to the Stockholders Agreement of the Company dated March 3, 2011.
10.2*	Memorandum of Understanding entered into on March 15, 2012.
10.3*	Stock Purchase Agreement, dated March 21, 2012.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith.

34

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT

OF

PLATINUM ENERGY SOLUTIONS, INC.

This Second Amendment to Stockholders Agreement of Platinum Energy Solutions, Inc. is made as of March 6, 2012 (this “Amendment”), by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and the Investors and the Stockholders set forth on the signature page hereto.

W I T N E S S E T H

WHEREAS, the parties hereto are parties to that certain Stockholders Agreement dated March 3, 2011, as amended by the First Amendment to Stockholders Agreement dated January18, 2012 (collectively, the “AmendedAgreement”);

WHEREAS, the Company, the Investors holding a majority of the shares of Common Stock purchased under the Purchase Agreement, and the Stockholders holding at least 70% of the shares of Common Stock of the Company, desire to amend the Amended Agreement to, among other things, decrease the number of directors to five (5) directors; and

NOW, THEREFORE, for good and valuable consideration, this Amendment provides as follows:

1.    Definitions. Terms used but not defined herein shall have the meanings given them in the Amended Agreement. The Amended Agreement as amended by this Amendment is hereinafter referred to as the “Agreement.”

2.    Board Composition. Section 7.1 of the Amended Agreement is hereby deleted in its entirety and replaced with the following:

7.1    Board Composition. Each party hereto agrees to vote all of such Stockholder's shares of voting securities in the Company, whether now owned or hereafter acquired or which such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals (except as contemplated by Section 7.2), and (ii) that all of the following Persons shall serve from time to time as directors of the Company:

(a)L. Charles Moncla, Jr. (provided he is an executive officer of the Company or owns any shares of capital stock of the Company);

(b)one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Holders, such individual to be determined by the Management Holders following the date hereof;

(c)two (2) individuals designated by the holders of a majority in interest of the shares of Common Stock purchased under the Purchase Agreement by the Investors (the “Preferred Directors”), which individuals shall initially be José Feliciano and Colin Leonard; and

(d)one (1) individual designated by L. Charles Moncla, Jr. and approved by holders of a majority in interest of the Stock Units, such approval not to be unreasonably withheld, which individual shall be Richard L. Crandall, to serve for the term provided in the Company's Bylaws (the “5^th Director”); provided however, that from and after the date that is one year following his appointment as the 5^th Director, the holders of a majority in interest of the Stock Units may either re-designate the 5^th Director or designate a new 5^th Director which director shall be subject to the consent of the remaining members of the Board (which consent shall not be unreasonably withheld). If a majority of the remaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not approved by a majority of the remaining members of the Board, then such holders shall submit a list of four potential 5th directors (which list may include the first two 5th Directors previously rejected by the members of the Board), and a majority of the remaining members of the Board shall select the 5th Director from such list; and

3.    Limited Modification. Except to the extent amended or modified herein, all provisions of the Amended Agreement remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Stockholders Agreement as of the date set forth above.

COMPANY:
Platinum Energy Solutions, Inc.
By:	/s/ L. Charles Moncla, Jr.
	Name: L. Charles Moncla, Jr.
	Title: Chief Executive Officer
INVESTORS HOLDING A MAJORITY OF THE SHARES OF COMMON STOCK PURCHASED UNDER THE PURCHASE AGREEMENT:
Clearlake Capital Partners II (Master), L.P.
By:	/s/ José E. Feliciano
	Name: José E. Feliciano
	Title: Partner
Moncla Platinum Investment Group, LLC
By:	/s/ L. Charles Moncla, Jr.
	Name: L. Charles Moncla, Jr.
	Title: Manager

STOCKHOLDERS HOLDING AT LEAST 70% OF THE SHARES OF COMMON STOCK OF THE COMPANY:
Clearlake Capital Partners II (Master), L.P.
By:	/s/ José E. Feliciano
	Name: José E. Feliciano
	Title: Partner
Moncla Platinum Investment Group, LLC
By:	/s/ L. Charles Moncla, Jr.
	Name: L. Charles Moncla, Jr.
	Title: Manager
Layton Corporation
By:	/s/ J. Clarke Legler, II
	Name: J. Clarke Legler, II
	Title:

EX-10.2

EXHIBIT 10.2

233 Wilshire Blvd

Suite 800

Santa Monica, CA 90292

Tel 310.400.8800

Summary of Terms and Conditions - Platinum Energy Solutions

This Summary of Terms and Conditions dated March 15, 2012 constitutes a binding commitment by Clearlake Capital Group (“CCG”) and L. Charles Moncla, Jr. to consummate the investment described herein, subject only to negotiation and execution of definitive documentation reasonably acceptable to all parties and their respective counsel. This Summary of Terms and Conditions supersedes any proposed summary of terms or conditions regarding the subject matter hereof and dated prior to the date hereof. The terms contained herein and the existence of this document are confidential and, except as required by the rules and regulations of the Securities and Exchange Commission, shall not be disclosed to any third parties without our express consent.

Transaction: $13.5 million, initially, of capital in the form of common stock of Platinum Energy Solutions, Inc. (the “Company”), which will be immediately exchangeable into convertible preferred stock (the “Shares”) of the Company, upon such convertible preferred stock being authorized by the Company's stockholders in a validly called stockholders meeting, as reflected in an amended and restated articles of incorporation for the Company in a form and substance reasonably satisfactory to CCG (the “Offering”). With the consent of the Requisite Investors (as defined below), the Company will have the right to increase the Offering by an additional $25 million on the same terms to finance scheduled capital expenditures.

Offering: In accordance with Section 3 of the Company's Stockholders Agreement, dated March 3, 2011, as amended (the “Stockholders Agreement”), the Company will offer the Shares on a pro rata basis to the Investors (as defined therein). Thereafter, the requisite Investors (CCG (or its affiliate) and L. Charles Moncla, Jr. (or his affiliate)) and hereafter, “Requisite Investors” and also, the “Backstop Providers”) will waive the balance of the provisions of Section 3 of the Stockholders Agreement, including time periods, such that all unsubscribed Shares will be offered to all remaining stockholders (including warrant holders) in proportion to the shares of common stock or common stock equivalents held by such stockholders. Thereafter, the Company will offer any Shares remaining to be offered in the Offering to non-stockholders and/or officers and directors as approved in all instances by the Requisite Investors. Finally, if the Offering has not been fully subscribed, the Backstop Providers shall purchase any Shares remaining in the Offering in proportion to their proportional ownership of common equity of the Company prior to the Offering.

Closings: The terms of the Offering will allow the Company to accept subscriptions under the Offering on a continuous basis until the full amount of the Offering has been subscribed; provided, each offering period shall be open for the lesser of (i) three business days following notice by the Company to the eligible participants in the applicable offering period and (ii) the date by which the Company has received written indications from all participants in the applicable period of either their commitment to participate in the Offering or (except for the Backstop Providers) their election not to participate in the Offering; provided further, that the Company may schedule multiple closings during any given offering period. The Company will reserve the right to extend any offering periods.

Financing: Initially, $13.5 million common stock immediately exchangeable into convertible preferred stock.

Conversion Price: $5.00 per share.

Dividend: 5% cumulative dividend rate; payable, at the option of the Company, in cash or additional Shares (paid at the purchase price during the 18-month period following the issuance of the Shares, and thereafter at the fair market value of the Shares as determined by the Company's Board) on a quarterly basis, all subject to the terms of the Company's Indenture. If the Company has not completed an Initial Public Offering (as such term is defined in the Company's Indenture) within 18 months of issuance of the Shares, the dividend rate will increase to 10%.

Ranking: 1x liquidation preference, pari passu with existing Series A Preferred Stock of the Company.

Conversion: Holders of the Shares shall have the right to convert, at any time, into shares of common stock of the Company. The Shares shall mandatorily convert into shares of common stock of the Company upon a closing of a Qualified IPO (as such term is defined in the Stockholders Agreement).

Commitment Fee: For Investors committing to invest by 12:00 p.m. New York City time on March 20, 2012, as a fee for this commitment, the Company will issue a total of 518,984 warrants to purchase shares of common stock of the Company, with each such Investor receiving a pro rata portion of the warrants based on the investment amount committed by such Investor to the total commitments of all Investors. Each holder of a warrant will have the right to purchase one share of common stock of the Company at an exercise price of $3.00 per share and each warrant will have a 10-year term.

Backstop Fee: The Backstop Providers will receive at closing, a fee for agreeing to fund any unfunded amounts of this Offering, payable by the issuance of 518,984 warrants to purchase shares of common stock of the Company, with each Backstop Provider receiving a pro rata portion of the warrants based on such Backstop Provider's existing ownership of common equity of the Company prior to the Offering. Each holder of a warrant will have the right to purchase one share of common stock of the Company at an exercise price of $3.00 per share and each warrant will have a 10-year term.

Other Equity Transactions: The holders of 60% of the Shares shall have the right to cause all holders of the Shares to convert their Shares into a new series of preferred stock (“New Preferred”), if the Company completes a transaction for the sale of such new preferred stock within 90 days of closing the Offering.

Definitive Documentation: The definitive documentation shall embody the transactions contemplated herein, including a Stock Purchase Agreement setting forth, among other provisions customary to transactions of this nature, (i) a covenant by the Company to hold the stockholders meeting to authorize the issuance of the convertible preferred stock within 40 days of the initial closing date and (ii) a covenant that the Company shall cause the Stockholders Agreement to be amended so that all of the Shares will be subject to, and receive all rights under, the Stockholders Agreement (including registration rights therein upon conversion), and shall be reasonably acceptable to all parties and their respective counsel.

[Signature Page to Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Summary of Terms and Conditions as of the date set forth above.

	Clearlake Capital Partners II (Master), L.P.
By:	Clearlake Capital Partners II GP, L.P.
Its:	General Partner
By:	Clearlake Capital Partners LLC
Its:	General Partner
By:	CCG Operations, LLC
Its:	Managing Member
By:	/s/ José E. Feliciano
	Name: José E. Feliciano
	Title: Partner
	/s/ L. Charles Moncla, Jr.
	L. Charles Moncla, Jr.
	Platinum Energy Solutions, Inc.
By:	/s/ Justin Brown
	Name: Justin Brown
	Title: Principal Accounting Officer

EX-10.3

EXHIBIT 10.3

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this “Agreement”), dated as of March 21, 2012, by and among Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”) and each entity and person that is listed on the signature pages hereto. Each such entity and person, together with its successors and permitted assigns, is referred to herein as a “Purchaser,” and all such entities and persons, together with their respective successors and permitted assigns, are collectively referred to herein as the “Purchasers.”

RECITALS

WHEREAS, the Company proposes to issue and sell to the Purchasers, pursuant to the terms and conditions set forth herein, up to 2,700,000 shares of the Company's common stock, par value $0.001 per share, for an aggregate purchase price of up to $13,500,000 (the “Shares”), which Shares will be immediately exchangeable into shares of the Company's Series B Preferred Stock (“Series BPreferred Stock”) upon such preferred stock being duly authorized by the Company's stockholders at a validly called stockholder meeting, as reflected in duly adopted amended and restated articles of incorporation of the Company (the “Offering”); and

WHEREAS, to the extent that the offerees do not purchase all of the Shares available for purchase in the Offering, two stockholders of the Company, Clearlake Capital Partners (Master) II, L.P. (“CCG”) and L. Charles Moncla, Jr. (it being understood and agreed that all references to Mr. Moncla include Mr. Moncla and all entities under Mr. Moncla's control) (together, either the “Requisite Investors” or the “Backstop Providers”), have agreed to purchase, pursuant to the terms and conditions set forth herein, any unsubscribed Shares remaining in the Offering in proportion to their respective pro rata ownership of the fully-diluted common stock of the Company prior to the Offering; and

WHEREAS, each Purchaser is willing to invest the maximum dollar amount set forth next to such Purchaser's name on the signature pages hereto to purchase Shares pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants, agreements, representations and warranties set forth herein, the Company and each Purchaser agree as follows:

Section 1. Sale and Purchase of the Shares.

(a)Offering.

(i)The Company shall offer the Shares to the Investors (as defined in the Company's Stockholders Agreement dated March 3, 2011, as amended (the “Stockholders Agreement”)), all other holders of equity in the Company (including, without limitation, warrant holders), certain non-stockholders, and officers and directors of the Company (with respect to such non-stockholders and officers

and directors, as approved in all instances by the Requisite Investors). Each Purchaser shall set forth next to its name on the signature page hereto the maximum dollar amount such Purchaser is willing to invest, and execute and deliver such signature page to the Company no later than 12:00 pm New York City time on March 23, 2012; provided, however, the Company may extend such date upon the approval of the Company's Board of Directors.

(ii) To the extent that the Offering has not been fully subscribed, the Shares shall be allocated as follows:

(1)First, to the Purchasers, a portion of the Shares equal to the maximum dollar amount set forth next to such Purchaser's name on the signature page hereto.

(2)Second, to the Backstop Providers (or their designee(s)), who shall purchase the Shares that remain unsubscribed in the Offering in proportion to their proportional ownership of common stock of the Company prior to the commencement of the Offering.

(iii)To the extent that the Offering has been fully subscribed, the Shares shall be allocated as follows:

(1)First, to the Investors, a portion of the Shares equal to the quotient obtained by dividing (i) the number of shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) held by such Investor by (ii) the total number of outstanding shares of Series A Preferred Stock.

(2)Second, to the extent that any Shares remain unsubscribed, to all other holders of equity of the Company (including, without limitation, common stockholders (other than those holders that were allocated and purchased Shares pursuant to Section 1(a)(v)), warrant holders that have not exercised their warrants in accordance with Section 1(a)(v), and the Investors) in proportion to the shares of common stock or common stock equivalents of the Company held by such equity holders.

(3)Third, to the extent that any Shares remain unsubscribed, to certain non-stockholders and officers and directors of the Company as approved in all instances by the Requisite Investors in such proportion as is determined by the Company in its sole discretion.

(4)Fourth, to the extent that any Shares remain unsubscribed, the Backstop Providers (or their designee(s)) shall purchase any Shares that remain unsubscribed in the Offering in proportion to their proportional ownership of common stock of the Company prior to the commencement of the Offering.

(iv)Notwithstanding anything set forth herein to the contrary, the Backstop Providers may, in all instances, whether in their capacities as Investors, Backstop Providers, or otherwise, designate for purchase by, or transfer to, any entity, entities or person(s) any or all Shares which such Backstop Providers have subscribed for purchase or purchased hereunder.

(v)Notwithstanding the foregoing, to the extent that the Offering has been fully

subscribed, if a warrant holder exercises its warrants under that certain Warrant Agreement dated March 3, 2011, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as warrant agent, prior to the date and time set forth in Section 1(a)(i) (or otherwise delivers to the Company an irrevocable commitment to effect such exercise prior to the Expiration Date), and that such warrant holder has timely delivered a commitment to subscribe for Shares in accordance with the terms and conditions of this Agreement, then such exercising warrant holder shall be allocated for purchase a portion of the Shares equal to the product of the Shares multiplied by the quotient obtained by dividing (a) the number of shares of common stock received by such warrant holder upon exercise of its warrants by (b) the total number of outstanding shares of common stock of the Company on a fully-diluted basis. Thereafter, the Shares shall be allocated in accordance with Section 1(a)(iii).

(b)Sale and Purchase.

(i)Subject to the terms and conditions hereof, at the First Closing (as defined below) the Company shall offer to sell up to 2,700,000 Shares, pursuant to the terms and conditions hereof, at a purchase price of $5.00 per Share.

(ii)Subject to the terms and conditions hereof, from time to time after the First Closing, the Company shall offer to sell up to 2,700,000 Shares, less any Shares sold pursuant to the First Closing, pursuant to the terms and conditions hereof and on the same terms and conditions of the Shares sold at the First Closing, at a purchase price of $5.00 per Share.

(c)Closing, Delivery and Payment.

(i)The closing contemplated pursuant to Section 1(b)(i) (the “First Closing”), shall take place at 10:00 a.m. on the date hereof, at the offices of Kelley Drye & Warren LLP, 333 W. Wacker, Suite 2600, Chicago, Illinois 60606. From time to time after the First Closing until March 30, 2012 (or such date as extended upon the approval of the Company's Board of Directors) (the “Expiration Date”), the sales contemplated by Section 1(b)(ii) shall be held in one or more closings, at such time as the Company shall have notified the Purchasers (each, an “Additional Closing” and collectively, the “Additional Closings”). The First Closing and the Additional Closings are sometimes referred to herein collectively as the “Closings” and individually as a “Closing.” The date of any Closing shall be referred to as the “Closing Date.”

(ii)On a Closing, each Purchaser participating in such Closing shall deliver to the Company such Purchaser's purchase price by wire transfer of immediately available funds pursuant to the wire instructions set forth in Exhibit B. The purchase price shall be the product of the number of Shares purchased by such Purchaser times $5.00 (with respect to each Purchaser, the “Purchase Price”).

Section 2. Representations and Warranties of Each Purchaser.

Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that:

(a)Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had an opportunity to review all of the Company's filings made with the Securities and Exchange Commission prior to making its decision to purchase the Shares, has

had a full opportunity to ask questions of and receive answers from the Company and its management concerning the terms and conditions of an investment in the Company, and that such information is sufficient for Purchaser independently to evaluate the merits and risks of its investment.

(b)Such Purchaser is acquiring the Shares to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and has no intention to enter into any contract, agreement, undertaking or arrangement to pledge suchShares or any part thereof (other than pledges to its own lenders).

(c)Such Purchaser has been advised by the Company that (i) the Shares are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(2) of the Securities Act and/or Regulation D under the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Shares has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Shares unless the offer and sale of its Shares is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Shares in the foreseeable future; (iv) when and if the Shares may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Shares without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in a form satisfactory to the Company shall be placed on the certificates representing the Shares; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Shares indicating that the Shares are subject to restrictions on transfer.

(d)Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) and is purchasing the Shares outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Shares and is able to bear the economic risk of loss of such investment, including the complete loss of such investment.

(e)Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf, has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the Offering.

(f)Such Purchaser is not, to its knowledge, purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser's knowledge, any other general solicitation or general advertisement.

(g)(i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor's rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority (and if applicable, capacity) to execute and deliver this Agreement and to perform its obligations hereunder.

(h)Such Purchaser, if an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser's activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring theShares.

(i)Such Purchaser acknowledges that the Company is a company with a limited operating history.

(j)Each Purchaser acknowledges that the Backstop Providers are affiliates of the Company and that such Backstop Providers may, in accordance with the terms and conditions set forth in Section 3(h), be paid a commitment fee and/or a backstop fee by the Company in connection with the Offering.

(k)All information which such Purchaser has provided to the Company concerning its financial position, and the knowledge of financial and business matters of the person making the investment decision on its behalf, is correct and complete as of the date hereof and may be relied upon.

Section 3.Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Purchasers as follows:

(a)Incorporation and Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and has the requisite organizational power and authorization to own or lease its properties and to carry on its businesses as now conducted and as presently proposed to be conducted. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a material adverse effect on its financial condition, business, prospects or operations.

(b)Legal Power and Authority. The Company has the requisite organizational power and authority to enter into and perform its obligations under this Agreement and the documents contemplated hereby, and to issue each of the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the documents contemplated hereby and the performance of all of the obligations of the Company hereunder and thereunder have been duly authorized by the requisite corporate or other applicable proceedings and (other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States) no further filing or recordation is required by the

Company in connection therewith.

(c)Authorization and Binding Obligations. ThisAgreement and the documents contemplated hereby, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by the availability of equitable principals or by bankruptcy, insolvency, reorganizations, moratorium or other similar laws effecting creditors' rights generally.

(d)The Shares. The Company has all necessary power and authority to issue and deliver the Shares; the Shares have been duly authorized, and, when duly issued and delivered to Purchasers, the Shares will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with federal and state securities laws. None of the Shares will be issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.

(e)Non-Contravention. The Company's execution and delivery of this Agreement and the documents contemplated hereby and performance of the Company's obligations hereunder and thereunder, including the issuance and sale of the Shares (i) will not result in any violation of the provisions of the charter or by laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim upon any property or assets of the Company or any of its subsidiaries pursuant to any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which any of the Company's assets are subject and (iii) will not result in any violation of any law, rule, administrative regulation, order, judgment or administrative or court decree applicable to the Company or any subsidiary. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, mortgage, deed of trust, indenture, loan agreement, instrument or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(f)Consents. Other than (1) the filing of a Form D under the Securities Act with respect to the Shares as required under Regulation D, (2) such filings required under applicable securities or Blue Sky laws of the states of the United States, and (3) such filings as may be required under any rule or regulation promulgated by any U.S. regulatory authority, the Company and its subsidiaries are not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person or entity in order for the Company to execute, deliver or perform any of its obligations under or contemplated hereby, in each case, in accordance with the terms hereof or thereof or to consummate the Offering.

(g)No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares.

(h)Fees. The Company shall pay to each Purchaser that commits to subscribe for Shares by 12:00 p.m. (New York City time) on March 23, 2012 (or such date as extended upon the approval of the Company's Board of Directors), a fee for committing to subscribe for the Shares (provided that such Purchaser

actually purchases such Shares in accordance with the terms and conditions hereof), payable by the issuance of 518,984 warrants to purchase shares of common stock of the Company on the business day immediately following the Expiration Date (the “Commitment Fee Warrants”). Each Commitment Fee Warrant shall be exercisable into one share of common stock of the Company at an exercise price of $3.00 per share and shall have a 10-year term. Each such Purchaser that actually purchases Shares in accordance with the terms and conditions hereof shall receive a pro rata portion of the Commitment Fee Warrants based on the subscription amount timely committed and purchased by such Purchaser to the total commitments of all Purchasers in the Offering. Additionally, the Company shall pay to the Backstop Providers a backstop fee for agreeing to purchase any Shares remaining in the Offering, payable by the issuance of 518,984 warrants to purchase shares of common stock of the Company (the “Backstop Fee Warrants”). Each Backstop Fee Warrant shall be exercisable into one share of common stock of the Company at an exercise price of $3.00 per share and shall have a 10‑year term. Each such Backstop Provider shall receive a pro rata portion of the Backstop Fee Warrants based on such Backstop Provider's existing ownership of common stock of the Company prior to the Offering. Except for the foregoing fees, no agent, broker, investment banker, person or firm acting on behalf of or under the authority of the Company is or will be entitled to any broker's or finder's fee or any other fee or commission directly or indirectly in connection with the transactions contemplated herein.

Section 4.Covenants.

(a)Authorization of Preferred Stock. Within 40 days following the First Closing, the Company shall cause its articles of incorporation to be amended and restated at a validly called stockholders meeting to authorize an increase in the number of shares of preferred stock, par value $0.001 per share, of the Company from 20,000 shares to 100,000 shares, 13,500 of which will be designated as “Series B Preferred Stock,” having such rights, preferences, privileges and restrictions as set forth in Exhibit A attached hereto, which amended and restated articles of incorporation shall be in form and substance reasonably satisfactory to Requisite Investors.

(b)Exchange of Shares.

(i)Following the authorization of the Company's amended and restated articles of incorporation in accordance with the terms and conditions set forth in Section 4(a), and the filing of such articles with the Secretary of State of the State of Nevada, each Share shall be exchangeable at the office of the Company (or any transfer agent for such stock) into such number of fully paid and nonassessable shares of Series B Preferred Stock as is determined by dividing the number of shares of common stock to be exchanged by 200.

(ii)Before any holder of Shares shall be entitled to exchange the same into shares of Series B Preferred Stock, he, she, or it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such stock, and shall give written notice to the Company, of the election to exchange the same and shall state therein the name or names in which the certificate or certificates for shares of Series B Preferred Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to such holder a certificate or certificates for the number of shares of Series B Preferred Stock to which such holder shall be entitled.

(c)Amendment to Stockholders Agreement. Within 40 days following the First Closing, the Company and the Investors hereby agree to cause the Stockholders Agreement to be duly amended so that all of the Shares will be subject to, and receive all rights and privileges under, the Stockholders Agreement,

including all registration rights described therein, upon conversion.

(d)Form D. The Company agrees to file a Form D with respect to the Shares as required under Regulation D under the Securities Act and to comply with any applicable state securities and “Blue Sky” laws in connection with the sale of the Shares.

(e)Publicity. Each Purchaser agrees that it will not issue any press release or otherwise make any public statement, filing or other communication regarding the Offering or the business, operations or financial condition of the Company without the prior written consent of the Company, except to the extent required by law or legal process, in which case the Purchaser shall provide the Company with prior written notice of such disclosure. The Company agrees that it will not publicly disclose the name of any Purchaser or include the name of any Purchaser, without the prior written consent of such Purchaser, in any press release or other public statement, filing or other communication, except (i) in any registration statement in which such Purchaser is identified as a selling securityholder, or (ii) to the extent required by law or legal process and except for Form D required for this Offering, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

(f)Information. Each Purchaser covenants and agrees to promptly furnish to the Company any and all information concerning such Purchaser and its investment in the Company that the Company may from time to time reasonably request for the purpose of complying with any federal, state, local or foreign law, statute, rule, regulation or governmental or regulatory requirement, and each Purchaser warrants and represents that, at the time any such information is furnished to the Company, such information will be accurate and complete.

Section 5.Conditions to the Company's Obligation to Sell.

The obligation of the Company hereunder to issue and sell the Shares to any Purchaser at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing such Purchaser with prior written notice thereof:

(a)Each Purchaser shall have executed this Agreement, in a form reasonably satisfactory to the Company, and delivered the same to the Company.

(b)Each Purchaser shall have delivered to the Company such Purchaser's Purchase Price at the Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in Exhibit B.

(c)Each Purchaser shall have executed an addendum to the Stockholders Agreement (if not currently a stockholder of the Company), and delivered the same to the Company.

(d)The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by

this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date.

(e)No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the transactions contemplated herein. In addition, no action, suit or proceeding before any court or any governmental agency shall have been commenced or threatened, no investigation by any governmental agency shall have been commenced and no action, suit or proceeding by any governmental agency shall have been threatened against any Purchaser or the Company (i) seeking to restrain, prevent or change the transactions contemplated herein or questioning the validity or legality of any of such transactions or (ii) which could reasonably be expected to have a material adverse effect on the Company's financial condition, business, prospects or operations.

Section 6.Conditions to Purchaser's Obligation to Purchase.

The obligation of each Purchaser hereunder to purchase the Shares at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by each Purchaser at any time in such Purchaser's sole discretion by providing the Company with prior written notice thereof.

(a)The Company shall have executed and delivered, to each Purchaser (i) this Agreement and (ii) the Shares being purchased by such Purchaser at the Closing pursuant to this Agreement, in each case, in form and substance reasonably satisfactory to such Purchaser.

(b)The representations and warranties of the Company contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the this Agreement to be performed, satisfied or complied with by the Company, as applicable, at or prior to the Closing Date. Each Purchaser or its agent shall have received certificates, executed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect. The statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c)No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the transactions contemplated herein; and no stop order suspending the qualification or exemption from qualification of any of the Shares in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated as of the Closing Date.

(d)The Company shall have delivered to each Purchaser a Secretary's certificate certifying to (i) the incorporation and good standing of the Company in its jurisdiction of incorporation; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing

Date; and (iii) (A) the resolutions as adopted by the Company's Board of Directors authorizing this Agreement and the documents contemplated hereby and transactions contemplated hereunder and thereunder, and (B) the accuracy of attached copies of the charter and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions.

(e)The Company shall have caused a person permitted by the Company's articles of incorporation to call a special meeting of stockholders to give notice to that effect in writing to the secretary of the Company for purposes of approving the Company's amended and restated articles of incorporation as set forth in Section 4(a).

Section 7. Waiver of Preemptive Rights

The Investors and warrant holders (who exercised their warrants in accordance with Section 1(a)(v)) that execute this Agreement hereby waive, solely in connection with the Offering, the provisions of Section 3 of the Stockholders Agreement, including, but not limited to, the right (i) to receive a Preemptive Rights Notice (as defined therein), (ii) to have five business days after delivery of the Preemptive Rights Notice to elect to subscribe for the Shares, and (iii) to be entitled to purchase a pro rata portion of the Shares not subscribed to by the Investors who received the Preemptive Rights Notice. The waiver of the rights set forth in this Section 7 shall not be deemed to be a waiver of any other right, power or remedy of the Investors under the Stockholders Agreement or shall, except to the extent so waived, impair, limit or restrict the exercise of such right, power or remedy.

Section 8.Miscellaneous.

(a)Notices. Any notice or other communication required or permitted to be provided hereunder shall be in writing and shall be delivered in person or by first class mail (registered or certified, return receipt requested), facsimile, electronic mail, or overnight air courier guaranteeing next day delivery. The address for such notices and communications shall be as follows:

If to the Company:

Platinum Energy Solutions, Inc.

2100 West Loop South, Suite 1601

Houston, TX 77027

Attention: Chief Financial Officer

Fax: 713-590-2827

E-mail: clegler@platinumenergysolutions.com

with copies to (which shall not constitute delivery):

Kelley Drye & Warren LLP

33 West Wacker Drive, 26th Floor

Chicago, IL 60606

Attention: Timothy R. Lavender, Esq.

Fax: 312-857-7095

E-mail: tlavender@kelleydrye.com

If to a Purchaser:

To the address set forth under such Purchaser's name on the signature pages hereto or such other address as may be designated in writing hereafter, in the same manner, by such person.

All notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile; when sent, if sent via electronic mail to the address set forth above provided that a mail delivery failure or similar message is not received by the sender; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Failure to provide a notice or communication to one party hereto or any defect in it shall not affect its sufficiency with respect to other parties hereto.

(b)Independent Nature of Purchaser's Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of each other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained in this Agreement or in any document contemplated hereby to which it is a party, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any document contemplated hereby. Each Purchaser acknowledges that no other Purchaser will be acting as agent of such Purchaser in enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

(c)Governing Law; Jurisdiction. The internal law of the State of New York will govern and be used to construe this Agreement without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. No legal proceeding may be commenced, prosecuted or continued by any party hereto in any court other than the competent federal and state courts of the State of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each Purchaser hereby consents to the jurisdiction of such courts and personal service with respect thereto.

(d)Amendments and Waivers. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and Purchasers representing a majority of the Shares purchased or to be purchased, and any amendment to this Agreement made in conformity with the provisions of this Section 8(d) shall be binding on the Purchasers and all holders of the Shares purchased under this Agreement, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party from whom such waiver is requested.

(e)Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,

instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereunder.

(f)Entire Agreement. This Agreement supersedes all other prior oral or written agreements among the parties hereto and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the parties hereto makes any representation, warranty, covenant or undertaking with respect to such matters.

(g)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party shall assign any of its rights or obligations hereunder without the prior written consent of the other party.

(h)Counterparts; Facsimile Copies. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission or electronic portable document format, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or electronic signature were the original thereof.

(i)Severability. If any provision of this Agreement shall be invalid, unenforceable, illegal or void in any jurisdiction, such invalidity, unenforceability, illegality or voidness shall not affect the validly or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. In that case, the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining provisions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j)Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(k)No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(l)Share Increments. All Shares purchased hereunder shall be purchased in increments of 200 Shares.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused their respective signature page to this Stock Purchase Agreement to be duly executed as of the date set forth on such signature page.

	Platinum Energy Solutions, Inc.
By:	/s/ J. Clarke Legler, II
	Name:J. Clarke Legler, II
	Title:Chief Financial Officer

	PURCHASER
	CLEARLAKE CAPITAL PARTNERS II (MASTER), L.P.
By:	Clearlake Capital Partners II GP L.P.
Its:	General Partner
By:	Clearlake Capital Partners LLC
Its:	General Partner
By:	CCG Operations, LLC
Its:	Managing Member
By:	/s/ José E. Feliciano
	Name:José E. Feliciano
	Title:Manager

Date:	March 22, 2012
Address:	233 Wilshire Blvd., Suite 800
	Santa Monica, CA 90401

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$8,000,000

	PURCHASER
	LUCKY CHARM RESOURCES, INC.
By:	/s/ L. Charles Moncla, Jr.
	Name: L. Charles Moncla, Jr.
	Title: President

Date:	3/21/12
Address:	PO Box 131368
	Houston, TX 77219

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$7,000,000.00

	PURCHASER
	DO S1 Limited
By:	/s/ Shawn Brick
	Name: Shawn Brick
	Title: Head of Product Control

Date:	03/23/2012
Address:	5th FLOOR,
	33 GROSVENOR PLACE
	LONDON, SW17HY
	UK

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$1,012,500

	PURCHASER
	KNIGHT CAPITAL HOLDINGS LLC
By:	/s/ Andrew M. Greenstein
	Name: Andrew M. Greenstein
	Title: Managing Director and Secretary

Date:	3/23/2012
Address:	545 WASHINGTON BLVD.
	JERSEY CITY, NJ 07310

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$100,000

	PURCHASER
By:	/s/ William Restrepo
	Name: William Restrepo

Date:	3/30/2012
Address:	3219 OAKMONT DR.
	SUGAR LAND, TX 77479

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$100,000.00

	PURCHASER
By:	/s/ Mervin Dunn
	Name: Mervin Dunn

Date:	4/5/2012
Address:	4737 Yantis Drive R.
	New Albany, OH 43054

Maximum Amount Willing to Invest in Purchase of Shares (in U.S. Dollars):

$100,000.00

Exhibit A

Series B Preferred Stock Description

Terms of Series B Preferred Stock

Series B Preferred Terms:
	Dividends:  Holders of Series B Preferred Stock (“Series B Preferred Stock”) will be entitled to receive cumulative dividends at a rate of 5% per annum of the purchase price per share in preference to dividends to the holders of any Junior Securities (as defined below), payable, at the option of the Company, in cash or additional shares of Series B Preferred Stock (paid at the purchase price of such Series B Preferred during the 18-month period following the issuance of such Series B Preferred Stock, and thereafter at the fair market value of the Series B Preferred as determined by the Company's Board) on a quarterly basis, all subject to the terms of the Company's (a) indenture dated as of March 3, 2011, as amended, with The Bank of New York Mellon Trust Company, N.A., as to its senior notes, and (b) credit facility dated as of December 28, 2011 with JPMorgan Chase Bank, N.A. If the Company has not completed an Initial Public Offering (as defined below) within 18 months of issuance of the Shares, the dividend rate will increase to 10% per annum. For purposes of this term sheet, “Junior Securities” will mean all other series of capital stock of the Company when and if authorized by the board of directors, including, but not limited to the common stock of the Company and “Initial Public Offering” will mean the Company's first firm commitment underwritten public offering of its common stock (“Common Stock”) under the Securities Act. For the purposes hereof, a Qualified IPO (as defined below) shall be deemed an Initial Public Offering.
	Liquidation Preference and Ranking:  In the event of any liquidation or winding up of the Company, any sale of all or substantially all of the assets of the Company, or a merger, or a consolidation of the Company (“Liquidity Event”), the holders of the Series B Preferred Stock will be entitled to receive, in preference to the holders of Junior Securities and pari passu with the holders of Series A Preferred Stock of the Company, an amount equal to the greater of (i) 1x the original investment amount plus any accrued or declared but unpaid dividends, if any (“Liquidation Preference”) or (ii) the amount to be received by such holders in connection with such Liquidity Event upon conversion of the Series B Preferred Stock to Common Stock.
	Voting Rights:  Series B Preferred Stock will have no voting rights.
	Conversion:  Each share of Series B Preferred Stock will be convertible at any time, at the option of the holder, into shares of common stock. The total number of shares of common stock into which Series B Preferred Stock may be converted will be determined by multiplying each share of Series B Preferred Stock to be converted by 200 (“Conversion Ratio”).
	Automatic Conversion Upon Qualified IPO:  The Series B Preferred Stock will be automatically converted to common stock at the then applicable Conversion Ratio upon consummation of an initial public offering of common stock in a nationally recognized exchange with total proceeds available to the public of $50 million or more and an implied pre-money equity market capitalization of at least $125 million (“Qualified IPO”); provided, that such automatic conversion shall be conditioned upon either (i) a price per share of common stock issued in connection with the Qualified IPO of at least $5.00 or (ii) the determination of the holders of at least 60% of the Series B Preferred Stock.

	Automatic Conversion into New Preferred:  The holders of at least 60% of the Series B Preferred Stock shall have the right to cause all holders of Series B Preferred Stock to convert such shares of Series B Preferred Stock into a new series of preferred stock ("New Preferred"), if the Company consummates a transaction for the sale of such New Preferred with 90 days following the issuance of the first Share by the Company.
	Anti-Dilution Protection:  The Conversion Ratio will be subject to weighted average anti-dilution adjustments for capital reorganizations, reclassifications or other changes or equity issuances below the Conversion Ratio (other than Exempt Share issuances). “Exempt Shares” means shares issued by the Company in connection with (i) the dividends on Series B Preferred Stock described above, (ii) conversion of the Series B Preferred Stock or any Junior Securities, (iii) public offerings, (iv) joint ventures, strategic alliances or acquisitions of other companies, (v) equipment leasing arrangements or loans to the Company by banks or financial institutions and (vi) equity issuances made to employees, consultants or directors pursuant to plans or other arrangements approved by the Board in connection with authorized carve-out transactions. For purposes of the definition of “Exempt Shares”, the phrase “approved by the Board” shall mean approval by at least four-fifths of the members of the Board.
Shareholder Rights:
	Preemptive Rights:  Each holder of Series B Preferred Stock will have preemptive rights on all offerings of equity securities or securities convertible or exchangeable into equity securities in order to maintain its fully-diluted equity ownership at the time of such preemptive rights offer. Notwithstanding the provisions above, no preemptive rights will apply to (i) up to 1,044,816 shares of Common Stock issued, or deemed issued, pursuant to the Company's 2010 Omnibus Equity Incentive Plan, as adjusted each year pursuant to the terms thereby, (ii) except in subsection (i) above, equity compensation grants to (and exercises thereof by) employees, consultants or directors in connection with plans or other arrangements approved by the Board, (iii) the issuance of securities in connection with any joint venture, strategic alliance, acquisition or merger approved by the Board, (iv) securities issued or issuable by reason of a dividend, stock split, split-up, reclassification or reorganization or other similar event with respect to the capital stock of the Company, (v) securities issued by the Company in connection with any equipment leasing arrangement or debt financing from a bank or similar financial institution, or (vi) the issuance of shares of Common Stock issued in connection with an Qualified IPO For purposes of this section, the phrase “approved by the Board” shall mean approval by at least four-fifths of the members of the Board. The rights will terminate upon a Qualified IPO by the Company.
	Drag Along Rights:  If a majority of the Company's stockholders or at least four-fifths of the members of the Board vote to pursue a Liquidity Event, all stockholders, including the Series B Preferred Stock, will be compelled to vote in favor of such action.
	Tag Along Rights:  Each holder of Series B Preferred Stock shares will be entitled to sell their shares in a sale transaction with other selling shareholders on any sale of more than half of one percent (1/2%) of the voting equity securities of the Company by one or more of the Management Holders (as defined below). For the purpose of this term sheet, the term “Management Holder” will mean (a) any of (i) J. Clarke Legler, II; (ii) L. Charles Moncla, Jr.; and (iii) Milburn J. Duconte; and (b) any related party of any one or more of the persons listed in clause (a) above.

Registration Rights:  At the Company's cost, each holder of Series B Preferred Stock will be entitled to “piggy-back” registration rights on registrations of the Company, subject to the right of the Company and its underwriters to reduce in view of market conditions the number of shares of Series B Preferred Stock proposed to be registered in the offering.

Information Rights:  The holder of Series B Preferred Stock will have certain information rights with respect to the Company's finances, budget and operations, material litigation and otherwise, to be set forth in the definitive agreements.

Shareholder Rights of Preferred B Holders No Less Favorable Than Those of Other Holders. The preemptive rights, tag along rights, drag along rights, registration rights and information rights granted to the holder of Series B Preferred Stock will on terms no less favorable than those granted to any holder of any other previously issued class or series of capital stock.

For the avoidance of doubt, in the event of any conflict between this Shareholder Rights section and the terms of the Stockholders Agreement, the terms of the Stockholders Agreement shall prevail.

Exhibit B

Company's Wire Instructions

JPMorgan Chase Bank, N.A.

ABA 111000614

Acct. Name: Platinum Energy Solutions Inc.

Acct. #: 908120819

EX-31.1

Exhibit 31.1

CERTIFICATION

I, L. Charles Moncla, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Platinum Energy Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 21, 2012

      /s/ L. CHARLES MONCLA, JR.        

L. Charles Moncla, Jr.

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, J. Clarke Legler, II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Platinum Energy Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 21, 2012

      /s/ J. CLARKE LEGLER, II

J. Clarke Legler, II

Chief Financial Officer and Secretary

EX-32

Exhibit 32

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the “Act”) and Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned, L. Charles Moncla, Jr., Chairman and Chief Executive Officer of Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), and J. Clarke Legler, II, Chief Financial Officer and Secretary of the Company, hereby certifies that, to his knowledge:

(1) the Company's report on Form 10-Q for the quarter ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 21, 2012

By:	/s/ L. CHARLES MONCLA, JR.
	L. Charles Moncla, Jr. Chairman and Chief Executive Officer (Principal Executive Officer)
By:	/s/ J. CLARKE LEGLER, II
	J. Clarke Legler, II Chief Financial Officerand Secretary (Principal Financial Officer)

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INVENTORY

3 Months Ended

Mar. 31, 2012

INVENTORY [Abstract]

Inventory Disclosure [Text Block]

INVENTORY

Inventory consisted of the following:

	March 31, 2012		December 31, 2011
Sand	$	5,814,300	$	3,439,221
Consumable spare parts	2,464,615		1,416,157
Chemicals	473,835		416,695
Total inventory	$	8,752,750	5,272,073

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FAIR MARKET VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2012

FAIR MARKET VALUE MEASUREMENTS [Abstract]

Fair Value, Measurement Inputs, Disclosure [Table Text Block]

FAIR MARKET VALUE MEASUREMENTS

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

• Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

• Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets
March 31, 2012					(Level 1)
Investment securities	$	—	$	—	$	—
December 31, 2011
Investment securities	$	4,951,361	$	4,951,361	$	4,951,361

In February 2012, we liquidated our investment securities.

The carrying amounts of our financial instruments, consisting of cash equivalents, investment securities, accounts receivable, accounts payable, accrued expenses, and our line of credit, approximate their fair values due to their relatively short maturities.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 10,998,579	$ 10,153,313
Available for sale investment securities	0	4,951,361
Accounts receivable, net of allowance for doubtful accounts of $477,019	25,930,485	29,429,194
Inventory	8,752,750	5,272,073
Prepayments and other current assets	11,702,993	7,563,820
Deferred Tax Assets, Net, Current	191,762	191,762
Total current assets	57,576,569	57,561,523
Property and equipment, net	193,514,494	165,297,477
Other assets	15,765,152	16,176,743
TOTAL ASSETS	266,856,215	239,035,743
CURRENT LIABILITIES:
Line of credit	15,000,000	18,958,512
Accounts payable	58,326,265	18,952,366
Accrued expenses	13,011,853	19,265,030
Deferred revenue	6,002,068	9,627,129
Total Current Liabilities	92,340,186	66,803,037
Long-term debt	168,007,649	167,689,860
Due to Affiliate, Noncurrent	10,411,871	11,105,056
Deferred Revenue, Noncurrent	2,000,000	3,500,000
Deferred tax liabilities	1,509,293	1,562,942
TOTAL LIABILITIES	274,268,999	250,660,895
STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value; authorized 20,000 shares; 20,000 and 20,000 shares issued and outstanding, respectively	20	20
Common stock, $0.001 par value; authorized 99,996,000; 18,270,229 and 15,535,228 shares issued and outstanding, respectively	18,270	15,535
Additional paid in capital	38,955,119	25,240,012
Accumulated other comprehensive income	0	35,434
Accumulated deficit	(49,171,247)	(39,782,294)
Total Platinum stockholders’ deficit	(10,197,838)	(14,491,293)
Noncontrolling interest	2,785,054	2,866,141
Total stockholders’ deficit	(7,412,784)	(11,625,152)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 266,856,215	$ 239,035,743

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $)	Total	Stock Awards [Member]	Stock Options [Member]	Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Stock Awards [Member]	Common Stock [Member] Stock Options [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Stock Awards [Member]	Additional Paid-in Capital [Member] Stock Options [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Stock Awards [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Stock Options [Member]	Retained Earnings [Member]	Retained Earnings [Member] Stock Awards [Member]	Retained Earnings [Member] Stock Options [Member]	Noncontrolling Interest [Member]	Noncontrolling Interest [Member] Stock Awards [Member]	Noncontrolling Interest [Member] Stock Options [Member]
Balance at beginning of period, value at Dec. 31, 2011	$ (11,625,152)			$ 20	$ 15,535			$ 25,240,012			$ 35,434			$ (39,782,294)			$ 2,866,141
Balance at beginning of period, shares at Dec. 31, 2011				20,000	15,535,228
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock awards and stock-based compensation amortization, shares						35,000
Issuance of stock awards and stock-based compensation amortization, value		207,557	104,754			35			207,522	104,754
Stock Issued During Period, Shares, New Issues					2,700,000
Stock Issued During Period, Value, New Issues	13,405,531				2,700			13,402,831
Unrealized loss on investment securities	(35,434)										(35,434)
Net loss	(9,470,040)													(9,388,953)			(81,087)
Balance at end of period, value at Mar. 31, 2012	$ (7,412,784)			$ 20	$ 18,270			$ 38,955,119						$ (49,171,247)			$ 2,785,054
Balance at end of period, shares at Mar. 31, 2012				20,000	18,270,228

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FINANCIAL INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARY GUARANTOR

3 Months Ended

Mar. 31, 2012

FINANCIAL INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARYGUARANTOR [Abstract]

Schedule of Guarantor Obligations [Table Text Block]

FINANCIAL INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARY GUARANTOR

On March 3, 2011 and September 29, 2011, Platinum Energy Solutions, Inc. ("PES") completed the private placement of the 14.25% Senior Secured Notes due March 2015, guaranteed on a senior secured basis by Platinum Pressure Pumping, Inc., a wholly owned subsidiary of PES (“PPP” or the “Guarantor”). The guarantee is full and unconditional and (if additional subsidiary guarantors are added) will be joint and several with such other subsidiary guarantors and the Guarantor is 100% owned by PES. Under the terms of the Indenture for the Senior Notes, as amended, PPP may not sell or otherwise dispose of all or substantially all of its assets to, or merge with or into another entity, other than the Company, unless no default exists under the Indenture, as amended, and the acquirer assumes all of the obligations of the Guarantor under the Indenture, as amended. PES is a holding company with no significant operations, other than through its subsidiary.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of comprehensive loss and consolidated statements of cash flows of PES as parent, PPP as the guarantor subsidiary and non-guarantor entities for the periods reported.

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GENERAL

3 Months Ended

Mar. 31, 2012

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract]

General [Text Block]

GENERAL

Nature of Operations

Platinum Energy Solutions, Inc. (collectively, with its subsidiary, the “Company,” “we,” or “Platinum”) was incorporated in Nevada on September 7, 2010. We are a Houston, Texas based oilfield services provider specializing in premium Hydraulic Fracturing, Coiled Tubing and Other Pressure Pumping services, our three reportable segments. In March 2011, we commenced operations, following the lease of certain pressure pumping and coil tubing equipment from a related party and, therefore, ceased to be a development stage company. Our Hydraulic Fracturing segment began operations in August 2011 in the Eagle Ford Shale. We utilize modern, high pressure-rated fracturing equipment that allows us to handle challenging geological environments, reduce operating costs, increase asset utilization and deliver excellent customer service. In addition, we have established a contract for wet sand supply and physical capabilities around the transportation, processing and storage of sand used in the hydraulic fracturing process.

Basis of Presentation

The consolidated financial statements include the accounts of Platinum and all entities that we control by ownership of a majority voting interest as well as variable interest entities for which we are the primary beneficiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Our unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. We believe that the presentation and disclosures herein are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial information included herein reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2011. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for a full year or any other interim period.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) necessarily requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to the consolidation of our variable interest entity (“VIE”), the assessment of our property and equipment regarding useful lives, depreciation and impairment, the valuation of our equity grants made to employees and nonemployees (directors and certain vendors), and the realizability of deferred tax assets. Actual results could differ from those estimates as new events occur, additional information is obtained and the Company’s operating environment changes.

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CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current Assets:
Allowance for doubtful accounts	$ 477,019	$ 477,019
Stockholders' Equity Attributable to Parent [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	99,996,000	99,996,000
Common stock, shares issued	18,270,229	15,535,228
Common stock, shares outstanding	18,270,229	15,535,228
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	20,000	20,000
Preferred stock, shares outstanding	20,000	20,000

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VARIABLE INTEREST ENTITY

3 Months Ended

Mar. 31, 2012

NOTE 12—VARIABLE INTEREST ENTITY [Abstract]

Variable interest entity [Text Block]

VARIABLE INTEREST ENTITY

We account for variable interest entities (“VIEs”) in accordance with FASB ASC Topic 810, Consolidation. On March 3, 2011, we entered into a lease agreement with Well Services Blocker, Inc. (“WSB”) and two of its wholly owned entities, Moncla Pressure Pumping Well Services, L.L.C. (“PP”) and Moncla Coil Tubing Well Services, LLC. (“CT”) to lease all of the coil tubing and pressure pumping equipment held by PP, CT and MW Services Transportation LLC (“MWST”) (collectively, the “WSB Business”). Due to a protective right included in the lease agreement that enables the sole shareholder of the WSB Business to sell to us the assets subject to the lease purchase agreement upon the occurrence of certain events, we determined that PP, CT and MWST are variable interest entities. We further determined that we are the primary beneficiary of PP, CT and MWST because the lease provides us with full control of all of the operating assets of PP, CT and MWST. As of March 31, 2012, the combined financials statements of PP, CT and MWST had $14.8 million in total assets and $12.0 million in total liabilities.

We obtained control of the WSB Business effective March 3, 2011. In accordance with FASB ASC Topic 805, Business Combinations, we accounted for the acquisition of the WSB Business using the acquisition method which requires an acquirer to recognize and measure the identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of the net assets acquired, net of tax, was $2,646,064, which was recognized as non-controlling interests.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 18, 2012
Document Information [Line Items]
Entity Registrant Name	PLATINUM ENERGY SOLUTIONS, INC.
Entity Central Index Key	0001503636
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		16,404,015

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

RELATED PARTY TRANSACTIONS

On March 21, 2012, we entered into a stock purchase agreement with certain investors and current security holders of the Company, including Clearlake Capital Partners (Master) II, L.P. (“CCG”) and Mr. L. Charles Moncla, Jr., the Company’s Chairman of the Board and Chief Executive Officer, pursuant to which we agreed to issue and sell up to 2,700,000 shares of common stock at a purchase price of $5.00 per Share, for an aggregate purchase price of up to $13.5 million. CCG and Mr. Moncla also agreed to purchase any remaining shares not purchased by other investors in proportion to their existing ownership of common stock of the Company prior to the offering. We completed the stock sale on March 30, 2012, as more fully disclosed in Note 7.

On March 3, 2011, we entered into a lease agreement with WSB and two of its wholly owned entities, PP and CT, to lease certain pressure pumping and coil tubing equipment. These entities are controlled by our CEO. The term of the lease is for two years commencing March 3, 2011. Under the terms of the lease we will pay WSB a monthly fee of $210,000 over a term of two years. Should there be a change of control in the Company, we may, at the option of the lessor, be obligated to purchase the assets subject to the lease agreement for an amount equal to the greater of:

a. The aggregate of the outstanding balance of the loans from JPMorgan Chase Bank, N.A. and from WSB’s shareholder, Charles Moncla limited to $16.1 million; and

b. The lesser of (i) the last twelve months of revenue generated by the business of WSB or (ii) $20 million.

As explained above, we consolidated the WSB Business effective March 3, 2011.

The Company entered into a lease agreement with a certain related party to lease the Del Yard located in Scott, Louisiana commencing March 1, 2011. The agreement requires a monthly fee of $10,000 over a term of two years.

During December 2010, the Company entered into an overhead allocation agreement with Layton Corporation, a company owned and controlled by one of the Company’s directors, covering the Company’s office space at 2100 West Loop South, 16th Floor, Houston, Texas. This agreement provides for the shared space and other office services provided by Layton Corporation and the Company will pay $30,000 per month for these services over two years. The Company also entered into a contract with Layton Corporation whereby the Company paid Layton Corporation a $1.35 million fee for services related to the offering of debt and equity which closed on March 3, 2011. In March 2012, in connection with a restructuring of our board of directors, Daniel

Layton resigned from the board.

The amounts due to affiliates are unsecured, interest free and has no fixed term of repayment. The calculation of amounts due to affiliate, non-current, is as follows:

Balance as of December 31, 2011	$	11,105,056
Lease payment due to PP, CT and MWST	(630,000		)
Other, net	(63,185		)
Balance as of March 31, 2012	$	10,411,871

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenue	$ 40,135,036	$ 302,016
Cost of services	(32,581,617)	(168,921)
Depreciation	(5,082,448)	(289,907)
General and administrative expense	(4,657,954)	(2,334,829)
Loss from operations	(2,186,983)	(2,491,641)
Interest expense, net	(7,327,142)	(1,410,195)
Loss before income tax	(9,514,125)	(3,901,836)
Income tax benefit (expense)	44,085	(18,870)
Net loss	(9,470,040)	(3,920,706)
Loss attributable to noncontrolling interests	(81,087)	(44,095)
Net loss attributable to Platinum	(9,388,953)	(3,876,611)
Earnings Per Share:
Net loss attributable to Platinum - Basic and diluted	$ (0.68)	$ (0.76)
Weighted average shares - Basic and diluted	13,818,440	5,072,950
Other comprehensive loss, before tax:
Unrealized loss on investment securities, before tax	(35,434)	(10,604)
Income tax benefit related to other comprehensive loss	0	0
Other comprehensive loss, net of tax	(35,434)	(10,604)
Comprehensive loss, net of tax	(9,505,474)	(3,931,310)
Less: comprehensive loss attributable to the noncontrolling interest	(81,087)	(44,095)
Comprehensive loss attributable to Platinum	$ (9,424,387)	$ (3,887,215)

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DEBT

3 Months Ended

Mar. 31, 2012

DEBT [Abstract]

Debt Disclosure [Text Block]

DEBT

Portfolio Loan Account Facility

In 2010, we established a portfolio loan account facility with Morgan Stanley Bank, N.A., which we refer to as the Morgan Stanley Facility, in an initial available amount of $8.8 million. The facility was subsequently reduced due to reductions in the balance of pledged collateral to $4.0 million as of December 31, 2011. Drawings on the facility are available on a revolving line of credit basis and bear interest at a variable rate equal to Morgan Stanley Bank, N.A.’s base lending rate in effect from time to time plus a certain percentage that can vary based on the amount drawn. Amounts drawn under the Morgan Stanley Facility from time to time may be repaid and re-borrowed by the Company from time to time. The Morgan Stanley Facility has an indefinite term.

The Morgan Stanley Facility is secured by investment securities maintained at Morgan Stanley Bank, N.A., which were acquired with a portion of an advance from a customer. The Morgan Stanley Facility is not secured by any other assets and does not impose any covenant obligations on the Company.

We have used the proceeds of our drawings under the Morgan Stanley Facility to pay for certain costs relating to the manufacture of our new fracturing fleets and for our general liquidity purposes. As of December 31, 2011, there was approximately $4.0 million outstanding under the Morgan Stanley Facility. In February 2012, we sold the investment securities and repaid the outstanding balance under the Morgan Stanley Facility. The average interest rate for the three months ended March 31, 2012 was approximately 2.25%. There was no outstanding balance or availability under the Morgan Stanley Facility as of March 31, 2012.

March 2011 Senior Secured Notes

On March 3, 2011, we completed the private placement of $115 million of Senior Secured Notes, at an interest rate of 14.25% per year on the principal amount (the “Original Senior Notes”). The Original Senior Notes mature on March 1, 2015, unless the Original Senior Notes are repurchased earlier. At any time prior to March 1, 2013, the Company may redeem up to 35% of the Original Senior Notes at a price equal to 114.25% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, with net cash proceeds from certain equity offerings. The Company may also redeem the Original Senior Notes from March 1, 2013 to February 28, 2014 and from March 1, 2014, thereafter at a price equal to 107.125% and 100% respectively, plus accrued and unpaid interest. Upon a change of control, the holders of the Original Senior Notes will have the right to require the Company to repurchase the Original Senior Notes at 101% of the principal amount, plus any accrued and unpaid interest. The Original Senior Notes are secured by a lien against substantially all of the Company’s assets and all of the Company’s existing and future domestic subsidiaries’ assets and will receive preference in the case of liquidation.

The Original Senior Notes were issued at a discount such that the cash received was equal to 97.764% of the principal amount of the Original Senior Notes. Accordingly, we recognized a $2.6 million discount on the Original Senior Notes that is being amortized over the life of the Original Senior Notes using the effective interest method.

In conjunction with this, the holders of the Original Senior Notes received 115,000 warrants entitling the holders to purchase 2,801,170 shares of the Company’s common stock at an exercise price of $0.05. These warrants expire on February 28, 2018. We allocated $1,150,000 of the proceeds to the warrants, which was recorded as additional paid-in capital, based on the relative fair values of the Original Senior Notes and the warrants at the time of issuance of the securities.

Unamortized debt issuance costs associated with the Original Senior Notes were $8.7 million and $9.2 million as of March 31, 2012 and December 31, 2011, respectively. These debt issue costs are included in Other assets and are being amortized over the term of the Original Senior Notes using the effective interest method.

The first interest payment on the Original Senior Notes, in the amount of $8,102,711, which was due on September 1, 2011, was paid-in-kind and added to the principal amount of the Original Senior Notes pursuant to the terms of the Original Senior Notes.

The Original Senior Notes contain covenants, including but not limited to:

• Limitation of capital expenditure;

• Restrictions on the payment of dividends as well as the purchase of equity for cash;

• Issuance of further debt or the issuance of future disqualified stock including preferred stock; and

• Restrictions on the sale of stock that could result in the sale or merger of the Company with another or the sale of assets and properties to another.

September 2011 Senior Secured Notes

On September 29, 2011, we completed a private offering of an additional $50 million aggregate principal amount of our 14.25% Senior Secured Notes due March 2015 (the “Additional Senior Notes”) under the indenture governing the Original Senior Notes. The Additional Senior Notes and the Original Senior Notes (collectively, the “Senior Notes”) are treated as a single series for purposes of such indenture, as amended. In connection with the offering of the Additional Senior Notes, we obtained the consent of holders of a majority in aggregate principal amount of outstanding Original Senior Notes to certain amendments to the indenture to (i) increase certain permitted indebtedness under our indenture from $35 million to $50 million in aggregate principal amount to allow for the issuance of the Additional Senior Notes and eliminate the requirement that the proceeds of the issuance of such Additional Senior Notes be used by us solely for the purpose of acquiring equipment, and (ii) amend the covenant relating to maximum amount of capital expenditures permitted to be incurred in any fiscal year from $10 million to $30 million effective in the fiscal year commencing in 2012 (and increase from $113 million to $160 million the exclusion for anticipated expenditures for new equipment thereunder).

In addition, we agreed that if we complete, on or prior to June 30, 2012, an equity offering (an underwritten initial public offering of our common stock) with net cash proceeds to us in excess of $100 million, we will redeem that amount of Senior Notes whose aggregate redemption price is at least equal to the amount of such excess over $100 million.

The Additional Senior Notes were issued at a discount such that the cash received was equal to approximately 95% of the principal amount of the Additional Senior Notes. Accordingly, we recognized a $2.5 million discount on the Additional Senior Notes that is being amortized over the life of the Additional Senior Notes using the effective interest method. Unamortized debt issuance costs associated with the Additional Senior Notes were $2.8 million and $2.9 million as of March 31, 2012 and December 31, 2011, respectively. These debt issue costs are included in Other assets and are being amortized over the term of the Additional Senior Notes using the effective interest method.

The balance of our Senior Notes at March 31, 2012 and December 31, 2011, net of the unamortized discount, totaled $168.0 million and $167.7 million, respectively. As of March 31, 2012 and December 31, 2011, the fair value of our Senior Notes was $166.0 million and $174.8 million, respectively, based on quoted market prices, including the $8.1 million paid-in-kind interest capitalized on September 1, 2011.

JPMorgan Credit Agreement

On December 28, 2011, we entered into an asset based revolving credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as amended on May 11, 2012, which we refer to as the “Credit Agreement.” Subject to a borrowing base consisting of certain eligible accounts receivable and inventory, an amount up to $15 million was made available to us under the Credit Agreement and, on December 29, 2011, we borrowed the full $15 million amount available to us pursuant to a revolving note made by us in favor of JPMorgan as lender. The Credit Agreement includes borrowing capacity available for letters of credit. Revolving loans are available under the Credit Agreement for working capital and other general corporate purposes. The revolving line of credit will terminate on June 30, 2014, and no further advances may be made to us thereafter. We used the proceeds of our initial borrowing under the Credit Agreement to pay for certain capital expenditures, including three of our new coiled tubing units and progress payments on our planned processing facility, and for general corporate purposes.

The interest rate applicable to the Credit Agreement is, at our option, either LIBOR plus a margin ranging from 2.25% to 3.50% (depending on our total leverage ratio) or, the JPMorgan prime rate, called “CBFR”, plus a margin ranging from 1.00% to 2.50% (depending upon such total leverage ratio). The CBFR rate is the higher of (i) the interest rate publicly announced by JPMorgan as its prime rate and (ii) the adjusted LIBOR rate as calculated by JPMorgan. We will pay a non-use fee of 0.25% on the daily average undrawn portion of the commitment under the Credit Agreement. The average interest rate for the three months ended March 31, 2012 was approximately 2.79%.

Our obligations under the Credit Agreement are secured (with certain exceptions) by first priority security interests on all of our assets. Our obligations under the Credit Agreement are guaranteed by Platinum Pressure Pumping, Inc. as guarantor, and will be guaranteed by our future domestic subsidiaries. The guarantor’s guarantee is, and any future domestic subsidiary’s guarantee will be, secured by first priority security interests in all of their assets. The guarantee is, and each future guarantee of the Credit Agreement will be, full, unconditional and joint and several.

The Credit Agreement permits voluntary prepayments (without reducing availability for future revolving borrowings) and voluntary commitment reductions at any time, in each case without premium or penalty. The revolving note pursuant to which we borrowed the full $15 million amount available to us includes a “cleanup” requirement pursuant to which the outstanding amount due thereunder must be paid down and reduced to $0 for thirty consecutive days during each 12-month period.

The Credit Agreement contains a number of negative covenants that, among other things, restrict our ability to sell assets, incur additional debt, create liens on assets, make investments or acquisitions, engage in mergers or consolidations, pay dividends to stockholders or repurchase common stock, and other corporate activities. The negative covenant with respect to our debt, prohibits us from incurring indebtedness for borrowed money, installment obligations, or obligations under capital leases, other than (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing under the Credit Agreement, (3) indebtedness existing prior to execution of the Credit Agreement not paid off with the proceeds of borrowings under the Credit Agreement with the permission of JPMorgan, (4) purchase money indebtedness, (5) indebtedness created for the sole purpose of amending, extending, renewing or replacing permitted indebtedness referred to in clause (3) (provided the principal amount of such indebtedness is not increased) and (6) other indebtedness in the aggregate amount of $5.0 million per year, excluding insurance premium financing.

The Credit Agreement also contains affirmative financial covenants relating to our (1) maximum leverage ratio, measured quarterly beginning June 30, 2012, (2) minimum fixed charge coverage ratio, measured quarterly beginning September 30, 2012, and (3) minimum average daily cash position, measured monthly beginning May 31, 2012.

In connection with our entering into the Credit Agreement, JPMorgan as first lien lender, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent on behalf of the Second Lien Creditors (including the holders of the notes), entered into an Intercreditor Agreement dated as of December 28, 2011. The Intercreditor Agreement, among other things, defines the rights of our debt holders with respect to collateral.

Registered Exchange Offer

On March 15, 2012, the Company completed a registered exchange offer to exchange up to $173.1 million aggregate principal amount of its registered 14.25% Senior Secured Notes due 2015, which we refer to as the Exchange Notes, for $173.1 million aggregate principal amount of its outstanding unregistered 14.25% Senior Secured Notes due 2015, which we refer to as the Senior Notes. The terms of the Exchange Notes are identical in all material respects to the terms of the Senior Notes for which they were exchanged, except that the Exchange Notes have been registered under the Securities Act of 1933 (the “Securities Act”) and, therefore, the terms relating to transfer restrictions, registration rights and additional interest applicable to the Senior Notes are not applicable to the Exchange Notes, and the Exchange Notes will bear different CUSIP numbers. An aggregate of $172.8 million in principal amount of Senior Notes were tendered in the exchange offer, and $172.8 million in aggregate principal amount of Exchange Notes were issued at the closing of the exchange offer.

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CUSTOMER FINANCING

3 Months Ended

Mar. 31, 2012

CUSTOMER FINANCING [Abstract]

Deferred Revenue Disclosure [Text Block]

DEFERRED REVENUE

During 2010, we received a total of $20 million in advances under the terms of two separate customer contracts related to multi-year well services contracts. The agreement with one customer stipulates $10 million be placed into an escrow account in the name of the Company to be used to offset future billings made to that customer as services are delivered. In March 2011, the $10 million was returned to that customer. There were no restrictions on the use of the $10 million received from the other customer. In December 2011, we received an additional $6.9 million advance under the other customer contract and there were no restrictions on the use of the additional $6.9 million. As of March 31, 2012 and December 31, 2011, the balance of these advances totaling $8.0 million and $13.1 million, respectively, was included in deferred revenue in the accompanying consolidated balance sheet, which is earned per the terms of the customer contract as services are delivered. During the three months ended March 31, 2012, $5.1 million of these advances was earned and is included in revenue in the accompanying statement of comprehensive loss.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

Commitments and Contingencies Disclosure [Text Block]

COMMITMENTS AND CONTINGENCIES

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We have operating lease commitments expiring at various dates, principally for office space, real estate, railcars, and vehicles. Rental expense relating to operating leases was $1.7 million and $0.1 million during the three months ended March 31, 2012 and 2011, respectively. As of March 31, 2012, future minimum rental payments related to noncancellable operating leases were as follows: 2012—$2.7 million, 2013—$2.8 million, 2014—$2.0 million, 2015—$1.9 million, 2016—$1.8 million, thereafter—$2.4 million , and in the aggregate—$13.6 million.

We have a commitment to purchase 100,000 gallons of guar gum per month, a necessary input for our hydraulic fracturing services, at prevailing market prices, commencing in September, 2011. The agreement expires in August 2012 unless extended by the Company for an additional 12 months.

We have a commitment to purchase 150,000 tons of sand per year, a necessary input for our hydraulic fracturing services, with the option to increase it to 300,000 tons per year. The agreement expires in July 2012 unless extended by the Company for an additional 12 months.

We have a commitment to purchase 10,000 tons of sand per month from a second supplier. The agreement expires in September 2013 unless extended by mutual agreement for additional six-month terms.

We have commitments with third parties for the purchase of well services equipment for our third hydraulic fracturing fleet. The total purchase commitment as of March 31, 2012 was approximately $37.0 million, payable in increments due before each piece of equipment is delivered. The Company made payments during 2011 of $25.8 million toward such commitments.

We have commitments for the purchase of well services equipment for fourth and fifth hydraulic fracturing fleets with two third-party vendors. The purchase commitments as of March 31, 2012 were approximately $33.1 million and $32.7 million, respectively, payable in increments due before each piece of equipment is delivered. The Company made cash deposits during 2011 of $9.2 million and $4.1 million, respectively, toward such commitments.

In the normal course of business, the Company is subject to various taxes in the jurisdictions in which it operates. The determination of whether or not certain transactions are taxable requires management to make judgments based on interpretation of applicable tax rules. The Company’s consolidated balance sheet includes an accrual for certain non-income tax exposures in the amount of $5.9 million as of March 31, 2012.

Our business plan contemplates, among other things, the acquisition of up to five high-specification hydraulic fracturing fleets. The acquisition of equipment for these fleets requires significant capital, and we are seeking to continue with the implementation of our plan notwithstanding the postponement of our initial public offering. As a result of the postponement and our decision to continue as planned, we are faced with significant short-term cash constraints. To alleviate such constraints, we completed a $13.5 million stock offering in March 2012. We also are pursuing alternative financing arrangements for our fourth and fifth fleets. While we believe that we will be able to obtain alternative financing for our fourth and fifth fleets, our inability to do socould require us to delay or abandon the acquisition of such equipment or the development and construction of new projects, reduce the scope of projects or sell various projects, among other things, any of which could materially adversely affect the Company.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

EARNINGS PER SHARE

The following table is a reconciliation of the numerator and the denominator of our basic and diluted earnings per share for the three-month periods ended March 31, 2012 and 2011:

	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
	(Unaudited)
Net loss attributable to Platinum—basic and diluted	$	(9,388,953	)	$	(3,876,611	)
Weighted average shares of common stock outstanding—basic and diluted	13,818,440			5,072,950
Net loss per share:
Basic	$	(0.68	)	$	(0.76	)
Diluted	$	(0.68	)	$	(0.76	)

The calculation of weighted average shares of common stock outstanding—diluted for the three months ended March 31, 2012 excludes 4.8 million of outstanding restricted stock and stock option awards because their effect was anti-dilutive. The calculation of weighted average shares of common stock outstanding—diluted for the three months ended March 31, 2011, excludes 1.4 million of outstanding restricted stock awards because their effect was anti-dilutive.

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STOCKHOLDERS EQUITY

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

STOCKHOLDERS’ EQUITY

Common Stock

On February 28, 2011, the Company’s board of directors approved a one-for-ten reverse common stock split, which became effective on that date. On January 6, 2012, the Company's board of directors approved a one-for-five reverse common stock split, which became effective on that date. All references to common shares and per-share data for all periods presented in this report have been adjusted to give effect to these reverse splits. As no change was made to the par value of the common shares, a total of $62,140 was reclassified from common stock to additional paid-in capital as of December 31, 2011.

No fractional shares were issued in connection with the reverse stock split on January 6, 2012, and in lieu thereof, the number of shares of common stock held by any stockholder who would otherwise have been entitled to a fractional share was rounded up to the next highest full share.

Preferred Stock

On March 3, 2011 we issued 20,000 shares of Series A Preferred Stock for $20 million. The Series A Preferred Stock is not convertible and has a liquidation preference of up to $40 million. The Preferred Stock is not redeemable unless the Company completes an initial public offering, at which time the Preferred Stock is redeemable at a redemption price equal to the original purchase price. The Preferred Stock holders also acquired 9,896,960 shares of the Company’s common stock.

On March 30, 2012, we issued 2,700,000 shares of common stock, that are immediately exchangeable into 13,500 shares of Series B Preferred Stock upon approval of the issuance of the preferred stock by the stockholders of the Company, for $13.5 million. The Series B Preferred Stock is convertible to common stock at a ratio of 200 to 1 and is entitled to dividends of 5% per annum, paid either in cash or stock on a quarterly basis. The Series B Preferred Stock is redeemable upon the Company’s completion of an initial public offering at a redemption price equal to or more than the original purchase price. The purchasers of the stock also received 1,037,968 warrants, each convertible into one share of common stock at an exercise price of $3.00 per share. We allocated $1,620,000 of the proceeds to the warrants, which was recorded as additional paid-in capital, based on the relative fair values of the stock and the warrants at the time of issuance of the securities. In April 2012, the Series B Preferred Stock were approved for issuance. As of May 18, 2012, a total of 2,477,600 shares of the common stock had been exchanged for 12,388 shares of Series B Preferred Stock.

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STOCK AWARD PLAN

3 Months Ended

Mar. 31, 2012

STOCK AWARD PLAN [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

STOCK AWARD PLAN

Overview

In exchange for services provided, we have issued restricted and unrestricted stock and stock options to employees and non-employees under the 2010 Omnibus Equity Incentive Plan (the “2010 Plan”). As of January 1, 2012, we have reserved 1,044,817 shares of common stock (or options to purchase common stock) under the 2010 Plan for future issuances. The awards typically have a ten-year life and a four-year vesting period.

Absent an active market for our equity securities, the market value of our common stock underlying the restricted stock or stock options granted was determined by management and approved by our Board of Directors at the time of grant. In determining such fair market value, for purposes of valuing our share-based payment awards, we obtained contemporaneous valuations compiled either internally by management or by third-party appraisers based primarily on our financial forecasts and comparable peer company data. Among other significant assumptions, the valuation reflects a marketability discount as our equity securities are not traded. The underlying assumptions significantly impact the resulting estimated market value of our stock and the fair value of our restricted stock and option grants.

Restricted Stock

During the first quarter 2012, the Company issued 35,000 restricted shares to a key employee and a director under the 2010 plan. The grant-date fair value of the restricted shares was determined to be $3.50 per share, based on the estimated market value of our non-publicly traded common stock at the date of grant.

Stock Options

During the first quarter 2012, the Company granted 30,000 stock options to a key employee under the 2010 Plan. The stock options entitle the recipient to purchase shares of our common stock at an exercise price of $3.50 per share at any time over the options’ ten-year life, subject to the options’ four-year vesting schedule.

The fair value of our option grants was calculated through the use of the Black-Scholes option pricing model. The model requires certain assumptions regarding the estimated market price of the Company’s currently non-traded stock, the risk-free interest rate, the expected share price volatility and the expected term of each option grant.

The assumptions used in arriving at the $1.97 fair value of the option grant during the first quarter are as follows:

	March 31, 2012
Risk-free interest rate	1.14	%
Dividend yield	—	%
Expected volatility	60.00	%
Expected term (in years)	6.25

◦ Risk-free interest rate. The risk-free interest rate is based on the treasury yield rate with a maturity corresponding to the expected term or option life assumed at the grant date.

◦ Expected Term. Since we had not previously issued any options to our employees prior to the third quarter 2011, and therefore had no historical forfeiture experience, we estimated the expected term of the option using the simplified method as permitted by SEC Topic 14. D2. Share-based payments, Expected term. The simplified method estimates the expected term of the option by calculating the mid-point between the vesting period end-date and the end of the contract term.

◦ Expected Volatility. As there was no trading market for our equity securities, expected volatility of our stock price is based on historical and expected volatility rates of comparable publicly traded peer companies.

The stock-based compensation expense related to all our unvested restricted stock awards and stock option awards described above was approximately $0.3 million and $0.2 million, respectively, for the three-month periods ended March 31, 2012 and 2011 and was primarily included in General and administrative expenses. The remaining unrecognized stock-based compensation expense as of March 31, 2012 of approximately $3.3 million will be recognized over the average remaining vesting period of approximately 3.1 years.

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INCOME TAXES

3 Months Ended

Mar. 31, 2012

INCOME TAXES [Abstract]

Income Tax Disclosure [Text Block]

INCOME TAXES

The effective tax rate of approximately 0.5% for the three month periods ended March 31, 2012 and 2011 is lower than the federal statutory rate as the majority of our income tax benefits were not recognized. This is because we are not able to conclude that it is more likely than not that we will be able to use these loss carryforwards and, as such, have provided a corresponding valuation allowance. We recognized a tax benefit from the losses of a consolidated variable interest entity which files a separate tax return.

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SUPPLEMENTAL FINANCIAL INFORMATION

3 Months Ended

Mar. 31, 2012

SUPPLEMENTAL FINANCIAL INFORMATION [Abstract]

Additional Financial Information Disclosure [Text Block]

SUPPLEMENTAL FINANCIAL INFORMATION

Prepayments consisted of the following:

	March 31, 2012		December 31, 2011
Prepayments for
Materials and equipment	$	6,893,288	$	6,420,228
Insurance	3,868,709		563,494
Rents and various leases	825,656		568,097
Security deposits and various permits	115,340		12,001
Total prepayments	$	11,702,993	$	7,563,820

Other assets consisted of the following:

	March 31, 2012		December 31, 2011
Deferred costs related to
Senior Notes, Original	$	8,681,113	$	9,231,808
Senior Notes, Additional	2,769,315		2,938,156
Equity offering and line of credit	2,405,637		1,873,392
Security deposits related to operating leases	1,909,087		2,133,387
Total other assets	$	15,765,152	$	16,176,743

Accrued expenses consisted of the following:

	March 31, 2012		December 31, 2011
Accrued payroll	$	1,368,157	$	1,628,170
Accrued expenses	2,967,375		2,073,290
Accrued taxes	731,735		1,829,699
Accruals related to various materials and equipment	5,888,991		5,511,491
Accrued interest on Senior Notes	2,055,595		8,222,380
Total accrued expenses	$	13,011,853	$	19,265,030

Supplemental cash flow information was as follows for the three-months ended:

	March 31, 2012			March 31, 2011
Account receivables	$	3,498,709		$	(45,218	)
Inventory	(3,480,677		)	—
Prepaids and other current assets	(3,914,873		)	(1,988,924		)
Account payables and accrued expenses	32,427,537			3,597,326
Deferred revenue	(5,125,061		)	—
Changes in assets and liabilities	$	23,405,635		$	1,563,184

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,470,040)	$ (3,920,706)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	5,082,448	289,907
Amortization of debt issuance cost and debt discount	1,037,326	260,161
Deferred income taxes	(53,649)	(29,642)
Stock-based compensation	312,311	235,009
Changes in assets and liabilities	23,405,635	1,563,184
Net cash provided by (used in) operating activities	20,314,031	(1,602,087)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities	0	(5,653,411)
Sale of investment securities	4,915,927	2,500,000
Purchase of and deposits for property and equipment	(33,299,465)	(15,746,400)
Other	0	6,986
Net cash used in investing activities	(28,383,538)	(18,892,825)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of senior notes	0	112,428,600
Proceeds from issuance of preferred stock	0	20,000,000
Proceeds from issuance of common stock	13,500,000	0
Payment of debt issuance cost	0	(11,146,742)
Release of restricted cash	0	6,637,493
Repayment of line of credit	(3,958,512)	(6,743,606)
Payment of equity offering costs	(626,715)	0
Contribution from noncontrolling interests, net	0	73,000
Net cash provided by financing activities	8,914,773	121,248,745
Net increase in cash and cash equivalents	845,266	100,753,833
Cash and cash equivalents—Beginning	10,153,313	1,431,595
Cash and cash equivalents—Ending	10,998,579	102,185,428
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	179,597	44,570
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
Purchases of property and equipment in accounts payable and accrued expenses	32,664,547	159,524
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Return of restricted cash to a customer	$ 0	$ 10,000,000

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Useful Life	March 31, 2012			December 31, 2011
Furniture and fixtures	3-5 years	$	551,225		$	529,239
Vehicles	5-7 years	23,922,073			20,806,245
Equipment	1.5-7 years	171,536,414			148,448,720
Leasehold improvements	2 years	228,324			151,289
Construction in progress		10,475,917			3,478,995
		206,713,953			173,414,488
Accumulated depreciation		(13,199,459		)	(8,117,011		)
Property and equipment, net		$	193,514,494		$	165,297,477

As of March 31, 2012 and December 31, 2011, property and equipment includes $15.0 million and $20.7 million, respectively, of deposits on equipment not yet delivered to the company.

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SEGMENT REPORTING

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

SEGMENT REPORTING

We operate our business in three reportable segments: (1) Hydraulic Fracturing, (2) Coiled Tubing, and (3) Other Pressure Pumping Services. These business segments provide different services and utilize different technologies.

• Hydraulic Fracturing: Hydraulic fracturing services are utilized when the formations holding oil and natural gas lack the permeability to release their hydrocarbons quickly and economically as is typical in many active unconventional oil and natural gas plays. Our fracturing services include providing technical expertise and experience to improve well completions as well as conducting technical evaluations, job design and fluid recommendations. We commenced hydraulic fracturing operations on August 29, 2011, in southern Texas.

• Coiled Tubing: Coiled tubing allows operators to service a well while continuing production without shutting down the well, reducing risk of formation damage. Our Coiled Tubing segment currently conducts operations in Texas and Louisiana.

• Other Pressure Pumping Services: Cementing service uses pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole, among other applications. We perform routine pressure pumping services in conjunction with coiled tubing. Our Other Pressure Pumping Services segment currently conducts operations in Louisiana and Utah.

Results for these business segments are presented below. We use the same accounting policies to prepare our business segment results as are used to prepare our consolidated financial statements. Summarized financial information concerning our segments is shown in the following table:

Three Months Ended	Hydraulic Fracturing			Coil Tubing			Other Pressure Pumping			Corporate and Other(2)			Consolidated
March 31, 2012
Revenues	$	35,038,200		$	4,198,619		$	898,217		$	—		$	40,135,036
Cost of services	(26,990,110		)	(3,131,041		)	(857,098		)	(1,603,368		)	(32,581,617		)
Gross profit (loss)(1)	8,048,090			1,067,578			41,119			(1,603,368		)	7,553,419
Depreciation	(3,675,600		)	(1,107,611		)	(266,372		)	(32,865		)	(5,082,448		)
General and administrative expense	—			—			—			(4,657,954		)	(4,657,954		)
Operating loss	$	4,372,490		$	(40,033	)	$	(225,253	)	$	(6,294,187	)	$	(2,186,983	)
Capital expenditures, including equipment deposits	29,234,713			3,848,059			31,500			185,193			33,299,465

We did not provide hydraulic fracturing services until the third quarter of 2011, therefore, for the three-month period ended March 31, 2011, we only had two reportable segments: Coil Tubing and Other Pressure Pumping.

Three Months Ended	Hydraulic Fracturing		Coil Tubing			Other Pressure Pumping			Corporate and Other(2)			Consolidated
March 31, 2011
Revenues	$	—	$	197,262		$	104,754		$	—		$	302,016
Cost of services	—		(74,495		)	(94,426		)	—			(168,921		)
Gross profit (loss)(1)	—		122,767			10,328			—			133,095
Depreciation and amortization	—		(226,376		)	(59,985		)	(3,546		)	(289,907		)
General and administrative expense	—		—			—			(2,334,829		)	(2,334,829		)
Operating loss	$	—	$	(103,609	)	$	(49,657	)	$	2,338,375		$	(2,491,641	)
Capital expenditures, including equipment deposits	—		12,739,849			3,006,551			—			15,746,400

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⁽¹⁾  Gross Profit represents Revenues minus Costs of services.

⁽²⁾  “Corporate and Other” represents items that are not directly related to a particular operating segment and eliminations. Excluding the $4.7 million and $2.3 million in corporate general and administrative expenses for the three-month periods ended March 31, 2012 and 2011, respectively, total operating segments’ income (loss) for such periods would have been $(2.5) million and $0.2 million, respectively.

The total assets per segment were as follows:

As of	Hydraulic Fracturing		Coil Tubing		Other Pressure Pumping		Corporate and Other(2)		Consolidated
March 31, 2012	$	201,459,543	$	33,107,976	$	8,476,642	$	23,812,054	$	266,856,215
December 31, 2011	$	173,249,544	$	29,346,158	$	6,933,086	$	29,506,955	$	239,035,743