10QSB/A 1 tenqsb.htm AMENDED 10QSB ENDING DECEMBER 31 2007 tenqsb.htm
 



 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A
(Amendment No. 1)
 
 
(Mark One)

 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the period ended December 31, 2007.
 
       
 
r
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from_____________to_____________.
 

Commission File No. 000-28335

Platina Energy Group Logo

 
Platina Energy Group, Inc.
(Name of small business issuer in its charter)


 
Delaware
 
84-1080043
 
 
(State or other jurisdiction of incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
         
 
14850 MONTFORT DR. SUITE 131, DALLAS, TX
 
82001
 
 
(Address of principal executive offices)
 
(Zip Code)
 
         
 
Issuer’s telephone number: (972) 458-9600
     
         
 
Securities registered pursuant to Section 12(b) of the Act
     
         
 
Title of each class
 
Name of each exchange on which registered
 
 
None
 
None
 


Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Check 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 þ       No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:
 
As of January 25, 2008, the Company had 99,354,158 shares of $.001 par value common stock issued and 81,697,908 shares of $.001 par value common stock outstanding.
 
1

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
 
 

PART II - OTHER INFORMATION
 




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


 
 
PLATINA ENERGY GROUP, INC.
FINANCIAL STATEMENTS
QUARTER ENDED DECEMBER 31, 2007




INDEX TO FINANCIAL STATEMENTS AND SCHEDULES



 
Financial Statements
 
Page
       
 
Consolidated Balance Sheet
As of December 31, 2007
 
F-1
       
 
Consolidated Statements of Operations
For the Three and Nine Months Ending Dec 31, 2007 and 2006, and for the Period Jan. 9, 2007 through Dec 31, 2007
 
F-2, F-3
       
 
Consolidated Statements of Cash Flows
For the Nine Months Ending Dec 31, 2007 and for the Period Jan. 9, 2007 through Dec 31, 2007
 
F-4  F-7



 
CONSOLIDATED BALANCE SHEET
 
PLATINA ENERGY GROUP, INC.
     
(An Exploratory Stage Company)
     
CONSOLIDATED BALANCE SHEET
     
(UNAUDITED)
     
               
               
             
December 31,
             
2007
               
ASSETS
       
 
Current assets
     
   
Cash
   
$
          1,268,207
   
Note receivable
   
             253,123
   
Prepaid expenses
   
               25,000
     
Total current assets
   
          1,546,330
               
 
Property & equipment
     
   
Oil and gas properties, full cost method of accounting:
     
     
Unproven
   
          1,729,379
   
Other property and equipment
   
               40,998
               
 
Other assets
     
   
Intangible asset subject to amortization
   
             210,982
               
           
$
          3,527,689
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
 
Current liabilities
     
   
Accounts payable and accrued expenses
 
$
               84,579
   
Accrued compensation due officers
   
             397,000
   
Derivative liabilities
   
          2,601,457
   
Convertible notes payable and accrued interest payable, net of discount of $1,922,917
   
  131,046
   
Notes payable to related parties
   
             356,137
   
Notes payable - other
   
             887,645
     
Total current liabilities
   
          4,457,864
               
Commitments and Contingencies
   
                     -
               
Stockholders' deficit
     
 
Preferred stock, par value $.001, 20,000,000 shares authorized
     
   
70,000 shares designated Series A, 61,091 shares issued and
     
   
outstanding.  Aggregate liquidation preference of $0. One
     
   
share of Series A preferred is convertible into 10 shares
     
   
of common stock.
   
                     61
 
Preferred stock, 100,000 shares designated Series B, 96,464
     
   
shares issued and outstanding.  Aggregate
     
   
liquidation preference of $9,646.
   
                     96
   
One share of Series B preferred is convertible
     
   
into 100 shares of common stock.
     
 
Preferred stock, 10,000 shares designated Series C,
   
                      4
   
3,600 shares issued and outstanding
     
   
Aggregate liquidation of $360.  One
     
   
share of Series C preferred is convertible into
     
   
100 shares of common stock.
     
 
Common stock; $0.001 par value; 100,000,000 shares
     
   
authorized; 87,572,908 shares issued and 69,572,908 shares outstanding.
   
               69,573
 
Additional paid in capital
   
         18,751,446
 
Accumulated deficit
   
         (6,913,820)
 
Deficit accumulated during the exploratory stage
   
       (12,837,535)
     
Total stockholders' deficit
   
           (930,175)
               
           
$
          3,527,689
 
   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-2
 
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS

 
PLATINA ENERGY GROUP, INC.
                     
(An Exploratory Stage Company)
                     
CONSOLIDATED STATEMENTS OF OPERATIONS
                     
(UNAUDITED)
                     
                           
                       
From
 
       
Three Months Ended
 
Nine Months Ended
 
January 9, 2007
 
       
December 31,
     
December 31,
     
through
 
       
2007
 
2006
 
2007
 
2006
 
December 31, 2007
 
                           
 
Revenue from equipment lease
 $
                -
 $
           7,400
 $
            7,200
 $
           7,400
$
                      18,000
 
 
Income earned during the exploratory stage
 
         48,000
     
          50,826
     
                      50,826
 
       
         48,000
 
           7,400
 
          58,026
 
           7,400
 
                      68,826
 
                           
 
 Operating Expenses
                     
   
 Testing costs associated with Thermal Pump
 
                  -
 
                  -
 
            7,200
 
                  -
 
                        7,200
 
   
 Depreciation, depletion, and amortization
 
           7,200
 
                  -
 
            7,476
 
                  -
 
                        7,476
 
   
 General and administrative expenses
 
       694,559
 
       224,985
 
     1,749,957
 
       355,056
 
                 3,124,002
 
       
       701,759
 
       224,985
 
     1,764,633
 
       355,056
 
                 3,138,678
 
                           
 
 Loss from Operations
 
     (653,759)
 
     (217,585)
 
    (1,706,607)
 
     (347,656)
 
               (3,069,852)
 
                           
 
 Other Income (Expense)
                     
   
 Interest income
 
           3,123
 
 -
 
            3,123
 
 -
 
                        3,123
 
   
 Interest expense
 
     (310,138)
 
       (14,982)
 
       (376,133)
 
       (42,159)
 
                  (529,551)
 
   
 Changes in fair value of derivative liability
 
  (1,483,810)
     
    (1,483,810)
     
               (1,483,810)
 
   
 Loss on settlement of debt
 
  (2,973,000)
 
       (28,012)
 
    (8,541,309)
 
       (28,012)
 
               (8,822,909)
 
       
  (4,763,825)
 
       (42,994)
 
  (10,398,129)
 
       (70,171)
 
             (10,833,147)
 
                           
 
 Net Loss
 $
  (5,417,584)
 $
     (260,579)
 $
  (12,104,736)
 $
     (417,827)
$
             (13,902,999)
 
                           
                           
 
 Per Share Data
                     
   
 Basic loss per share
 $
           (0.09)
 $
           (0.01)
 $
             (0.28)
 $
           (0.02)
     
                           
   
 Weighted average common
                     
   
     shares outstanding
 
  58,074,810
 
  19,340,424
 
   43,593,531
 
  18,205,207
     
                           

 
   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-3
 

 
CONSOLIDATED STATEMENTS OF CASH FLOWS

PLATINA ENERGY GROUP, INC.
                 
(An Exploratory Stage Company)
                 
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
(UNAUDITED)
                 
                   
               
From
 
   
Nine Months Ended
   
January 9, 2007
 
   
December 31,
   
through
 
   
2007
   
2006
   
December 31, 2007
 
                   
Cash Flows from Operating Activities
                 
Net Loss
  $ (12,117,846 )   $ (417,827 )   $ (12,837,535 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities:
                       
Amortization
    37,232       37,232       49,643  
Depreciation expense
    7,059       6,353       9,412  
Depletion expense
    7,476       -       7,476  
 Accrued interest income     (3,123 )               (3,123 )  
Loss on settlement of debt
    8,541,309       28,012       8,822,909  
Change in fair value of conversion features
    -       -       134,776  
Change in fair value of derivative liabilities
    1,483,810       -       1,483,810  
Common stock issued for services
    984,821       150,000       1,172,624  
Common stock issued for salary
    55,000       -       55,000  
Common stock issued for loan fee
    22,000       -       22,000  
Amortization of debt discount
    127,083       -       127,083  
Amortization of stock options and warrants
    106,863       -       106,863  
Changes in assets:
                       
(Increase) in prepaid expenses
    (12,794 )     -       (10,500 )
Decrease in deposits
    -       1,312       -  
Changes in liabilities
                       
Increase (decrease) in accounts payable and accrued expenses
    24,842       (31,259 )     76,803  
Increase in accrued compensation due related parties
    50,000       54,000       50,000  
Increase in short-term borrowings
    69,172       42,159       85,520  
                         
  Net cash used in operating activities
    (617,096 )     (130,018 )     (647,239 )
                         
Cash Flows from Investing Activities
                       
Proceeds from sale of interest in oil and gas properties
    175,500       -       200,500  
Loans to third party
    (250,000 )             (235,184 )
Acquisition of oil and gas properties
    (130,094 )     -       (185,684 )
Purchase of equipment
    -       (7,432 )     -  
                         
Net cash used in investing activities
    (204,594 )     (7,432 )     (238,307 )
                         
Cash Flows from Financing Activities
                       
Proceeds from sale of common stock
    25,000       61,250       25,000  
Proceeds from issuance of debt
    2,150,000       -       2,200,000  
Repayment of debt
    (128,370 )     -       (128,370 )
Advances from related parties
    49,000       71,500       60,000  
Repayment of related party advances
    (6,000 )     (1,500 )     (6,000 )
                         
Net cash provided by financing activities
    2,089,630       131,250       2,150,630  
                         
Net Increase (Decrease) in Cash and Cash Equivalents
    1,267,940       (6,200 )     1,268,207  
                         
Cash and Cash Equivalents - Beginning of Period
    267       6,200       -  
                         
Cash and Cash Equivalents - End of Period
  $ 1,268,207     $ -     $ 1,268,207  

   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-4
 


PLATINA ENERGY GROUP, INC.
           
(An Exploratory Stage Company)
           
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
(UNAUDITED)
           
                       
                     
 From
             
Nine Months Ended
 
 January 9, 2007
             
December 31,
   
 through
             
 2007
 
 2006
 
 December 31, 2007
                       
Supplemental Disclosures of Cash Flow Information
           
                       
 
Cash Paid For:
           
                       
     
Interest Expense
 $
           3,370
 $
                     -
 $
                       3,370
     
Income Taxes
 $
                  -
 $
                     -
 $
                              -
                       
                       
 
Non-Cash Financing and Investing Information:
           
                       
   
On April 6, 2005, the Company completed its purchase of rights and licenses from Permian Energy Services LP
   
in connection with the marketing of a certain pump in the oil and gas industry.  In consideration for the assets
   
purchased, the Company agreed to issue 2,250,000 shares of its common stock and pay $250,000 as evidenced
   
by a promissory note.  Of the 2,250,000 shares issued, 2,025,000 shares were returned in April 2006, pursuant
   
to a settlement agreement with the Company and Permian Energy Services LP.  In addition, the Company
   
issued a consultant 750,000 shares in connection with the asset purchase.  The Company did not assign any value to
   
the 2,250,000 shares due to the fact that the issuance of these shares had no commercial substance. The Company
   
assigned the value of 750,000 shares at the market price on the effective date of the asset purchase of $97,500.
   
Therefore the license was valued at $347,500 ($250,000 obligation under the note and the fair value of
 
   
the 750,000 shares of $97,500 - see Note 3 to the financial statements).
       
                       
   
On May 30, 2005, a note holder converted $10,070 of indebtedness due him by the Company into 53,000
   
shares of the Company’s common stock.
           
                       
   
On June 23, 2005, a preferred stockholder converted 10,000 shares of Series A preferred stock into 100,000
   
shares of the Company's common stock.
           
                       
   
On June 23, 2005, a preferred stockholder converted 3,800 shares of Series C preferred stock into 380,000
   
shares of the Company's common stock.
           
                       
   
As discussed above, in April 2006, the Company entered into a settlement agreement with Permian Energy Services
   
LP under which 2,025,000 shares of the Company's common stock were returned to the Company for cancellation and
   
paid the LP $53,823 of which $38,923 was charged against the balance owed the LP for past services and $14,900
   
was charged to operations.  The Company also agreed to assign the remaining balance of the obligation due the LP
   
($227,640, including accrued interest) to a corporation that was wholly owned by the Company's President  at the
   
time of the transaction (See Notes 3 and 5 to the financial statements).
       
                       
   
In September 2006, 5,000 shares of the Company's Series B preferred shares were converted into 500,000 shares
   
of the Company's common stock.
           
 
   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-5


PLATINA ENERGY GROUP, INC.
           
(An Exploratory Stage Company)
           
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
(UNAUDITED)
           
                       
                       
 
Non-Cash Financing and Investing Information:
           
                       
   
In October 2006, a note holder converted $35,015 of indebtedness due him by the Company into 700,300
   
shares of the Company’s common stock.  The Company recognized a $28,012 loss on the conversion.
                       
   
On October 12, 2006, the Company issued 3,600 shares of its Series C preferred stock in exchange for a 90-day
   
option to acquire certain oil and gas leases in Lloyd and Briscoe Counties, Texas.  The option was valued at $32,400
   
and was extended through the payment of $54,000 in January 2007.
       
                       
   
In November 2006, the Company issued 1,250,000 shares of its common stock in consideration for investment
   
relations services. The services were valued at $150,000 based on the market value of the shares on the date of
   
issuance.
           
                       
   
In January 2007, the Company issued 22,500 shares of its Series B preferred stock in consideration for the acquisition
   
of certain oil and gas leases. The shares were valued at $213,773 based upon the market price of the underlying
   
common shares at date of issuance.
           
                       
   
In January 2007, the Company issued 25,000 shares of its Series B preferred stock in exchange
   
   
for the acquisition of certain oil and gas leases. The shares were valued at $237,525 based upon
   
   
the market price of the underlying common shares at date of issuance.
       
                       
   
In January 2007, the Company issued 50,000 shares of its common stock as additional consideration
   
on a $50,000 loan.
           
                       
   
In February 2007, the Company issued 750,000 shares of its common stock in consideration for consulting
   
services. The services were valued at $93,375, which was based on the market value of the shares on
   
date of issuance.
           
                       
   
In March 2007, the Company issued 20,000 shares of its Series B preferred stock in payment of a consulting
   
agreement. The shares were valued at $280,000 based upon the market price of the underlying common
   
shares on date of issuance.
           
                       
   
In March 2007, the Company issued 2,200,000 shares of its common stock in exchange for the cancellation of
   
$4,400 of indebtedness due on certain convertible debentures. The company recognized a loss of $281,600
   
on the conversion.
           
                       
   
In March 2007, the Company cancelled 5,000 shares of its Series B preferred stock in exchange for the issuance
   
of 500,000 shares of its common stock.
           
                       
   
In April 2007, the Company issued 12,464 shares of its Series B preferred stock in exchange
   
   
for the extension of an option to acquire certain oil and gas leases. The shares were valued at $149,568 based upon
   
the market price of the underlying common shares at date of issuance.
       
                       
   
In April 2007, the Company issued 2,200,000 shares of its common stock in exchange for the cancellation of
   
$4,800 of indebtedness due on certain convertible debentures. The company recognized a loss of $237,200
   
on the conversion.
           
                       
   
In April 2007, the Company issued 1,266,667 shares of its common stock in exchange for the cancellation of
   
$3,800 of indebtedness due on certain convertible debentures. The company recognized a loss of $135,533
   
on the conversion.
           
                       
   
In June 2007, the Company issued 1,400,000 shares of its common stock in consideration for consulting
   
services. The services were valued at $182,000, which was based on the market value of the shares on
   
date of issuance.
           
                       
   
In June 2007, the Company issued 50,000 shares of its common stock in consideration for extending
 
   
the due date of a note payable.  The shares were valued at $9,500, which was based on the market value of
   
the shares on date of issuance.
           

   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-6


PLATINA ENERGY GROUP, INC.
           
(An Exploratory Stage Company)
           
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
(UNAUDITED)
           
                       
                       
 
Non-Cash Financing and Investing Information:
           
                       
   
In June 2007, the Company issued 1,833,333 shares of its common stock in exchange for the cancellation of
   
$5,500 of indebtedness due on certain convertible debentures. The company recognized a loss of $397,833
   
on the conversion.
           
                       
   
In June 2007, the Company issued 61,091 shares of its Series A preferred stock in exchange
   
   
for the acquisition of certain oil and gas leases. The shares were valued at $171,055 based upon
   
   
the market price of the underlying common shares at date of issuance.
       
                       
   
In June 2007, the Company issued 6,500 shares of its Series B preferred stock in exchange
   
   
for the acquisition of certain oil and gas leases. The shares were valued at $182,000 based upon
   
   
the market price of the underlying common shares at date of issuance.
       
                       
   
In June 2007, the Company issued 8,800,000 shares of its common stock in exchange for the cancellation of
   
$4,400 of indebtedness due on certain convertible debentures. The company recognized a loss of $2,481,600
   
on the conversion.
           
                       
   
In June 2007, the Company issued 1,000,000 shares of its common stock in consideration for consulting
   
services. The services were valued at $190,000, which was based on the market value of the shares on
   
date of issuance.
           
                       
   
In July 2007, the Company issued 53,571 shares of its common stock as part consideration  on wages earned.
   
The shares were valued at $15,000, which was based on the market value of the shares on date of issuance.
                       
   
In July 2007, the Company issued 300,000 shares of its common stock in accordance with an
   
   
employment agreement one time stock grant.  The shares were valued at $84,000, which was based on
   
the market value of the shares on date of issuance.
           
                       
   
In August 2007, the Company issued 3,900,000 shares of its common stock in exchange for the cancellation of
   
$11,700 of indebtedness due on certain convertible debentures. The Company recognized a loss of $667,967
   
on the conversion.
           
                       
   
In September 2007, the Company issued 7,900,000 shares of its common stock in exchange for the cancellation of
   
$23,700 of indebtedness due on certain convertible debentures. The Company recognized a loss of $1,624,000
   
on the conversion.
           
                       
   
In September 2007, the Company issued 100,000 shares of its common stock in consideration for consulting
   
services. The services were valued at $9,000, which was based on the market value of the shares on
 
   
date of issuance.
           
                       
   
In September 2007, the Company issued 202,500 shares of its common stock in exchange for the cancellation
   
of $19,737 of indebtedness due on certain accounts payables. The company recognized a loss of $23,576
   
on the conversion.
           
                       
   
In September 2007, the Company issued 37,500 shares of its common stock in consideration for legal services.
   
The services were valued at $8,438, which was based on the market value of the shares on date of issuance.
                       
   
In November 2007, the Company issued 2,500 shares of its Series B preferred stock in consideration for consulting fees.
   
The services were valued at $63,750, which was based on the market value of the underlying common shares on date of
   
issuance.
           
                       
   
In November 2007, the Company issued 8,000,000 shares of its common stock in exchange for the cancellation of
   
$24,000 of indebtedness due on certain convertible debentures. The Company recognized a loss of $2,088,000
   
on the conversion.
           
                       
   
In December 2007, the Company issued 1,500,000 shares of its common stock in consideration for consulting fees.
   
The services were valued at $247,500, which was based on the market value of the shares on date of issuance.
                       
   
In December 2007, the Company issued 6,000,000 shares of its common stock in exchange for the cancellation of
   
$3,000 of indebtedness due on certain convertible debentures. The Company recognized a loss of $897,000
   
on the conversion.
           
                       
   
In December 2007, the Company acquired all of the joint venture interests owned by Zone Petroleum and Homestead
   
Oil and Gas for a total of $530,000 evidenced by promissory notes (See Note 7).
       
                       
   
In December 2007, the Company obtained a $1,500,000 loan from Trafalgar, the Company agreed to place in escrow
   
18,000,000 shares of its common stock which was set aside to prevent the Company from issuing shares in excess of the
   
number required  if Trafalgar elected to convert its debt into common stock of the Company. For financial reporting
   
purposes the Company considers these 18,000,000 shares as issued but not outstanding.
   
                       
   
During the quarter ended December 31, 2007, the Company received $2,150,000 though the issuance of convertible
   
debt which have beneficial conversion features amounting to $805,270, which will be charged to operations over the
   
term of the respective debt.
           

   
The accompanying notes are an integral part of these financial statements
 
     
 
 F-7


Note 1.  Basis of Presentation and Organization

Organization, History and Business

Platina Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally incorporated on January 19, 1988.  The Company went through several previous unrelated transactions involving other businesses that have subsequently been divested.  A further subsequent restructure of the Company on June 25, 2005 resulted in the name change to Platina Energy Group, Inc. with a business focus on the oil and gas sector.

The Company is in the exploration stage, as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “ Accounting and Reporting by Development Stage Enterprises ,” with its principal activity being the exploration and development of oil and gas properties.

On March 30, 2005, the Company formed a wholly owned subsidiary, Permian Energy International, Inc., a Nevada Corporation to acquire certain rights for enhanced oil recovery and reduction of paraffin build up through a thermal pulsing pump device. On April 6, 2005, the Company completed its acquisitions of rights and licenses from Permian Energy Services, LP in connection with certain rights including the representation and marketing of a proprietary thermal pulsing pump in the oil and gas industry.  The assets acquired from the LP were transferred into Permian Energy International.  The thermal pulse unit, (“TPU”), was engineered to create a new recovery pump for oil particularly in fields with heavy paraffin problems.  As a by-product of the process for specific field applications, the need for down-hole or pump jacks can be eliminated.  Also, flow rates of oil from viscosity changes due to heat and pressure changes can be substantially increased. Through May 2007, the Company leased its sole TPU for $3,600 per month.

On January 5, 2007, the Company formed Appalachian Energy Corp. a Nevada Corporation (“Appalachian”). Appalachian was formed as a wholly owned subsidiary to acquire oil and gas properties for exploration and development (See Note 4).

In June of 2007, the Company formed Platina Exploration Corp., a Nevada Corporation (“PEC”).  PEC is headquartered in Dallas, Texas PEC has acquired producing interests on multiple leases in Seminole County, Oklahoma (See Note 4).

On October 5, 2007, the Company formed Applegate Petroleum Management LLC, (“Applegate”). Applegate is headquartered in Cheyenne, Wyoming, and its primary function is to coordinate private equity raising activities for Platina.

The accompanying financial statements include the activities of the Company and its subsidiaries.  All material intercompany transactions have been eliminated.

Basis of Presentation

The accompanying interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting.  These interim financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP").  Operating results for the three and nine months ended December 31, 2007 are not necessarily indicative of the results that may be expected for the year ending March 31, 2008 or for any other interim period during such year.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC.  These interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-KSB for the year ended March 31, 2007.

The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has accumulated operating losses since its inception (January 19, 1988).  In addition, the Company has used ongoing working capital in its operations.  At December 31, 2007 the Company’s current liabilities exceeded its current assets by approximately $4,300,000 and it has an accumulated deficit of approximately $18,000,000.

In view of current matters, the continuation of the Company’s operations is dependent on revenue from its oil and gas production, funds generated by provided by its management, advancements made by expenditures from certain joint venture arrangements, the raising of capital through the sale of its equity instruments or issuance of debt. Management has purchased certain rights and licenses from Permian Energy Services LP (“Permian”), a related party (see Notes 3 & 5), in connection with the marketing of a proprietary thermal pulsing pump in the oil and gas industry. Further, the Company has entered into various drilling programs with third parties. Management believes that these sources of funds will allow the Company to continue as a going concern through 2008. However, no assurances can be made that current or anticipated future sources of funds will enable the Company to finance future periods’ operations.  In light of these circumstances, substantial doubt exists about the Company’s ability to continue as a going concern.  These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

 
Note 2.  Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Platina Energy Group, Inc. and its wholly owned subsidiaries, Appalachian Energy Corporation Permian Energy International, Inc. and Applegate Petroleum Management, Inc.  Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Cash Equivalents

For purposes of the statements of cash flows, the Company considers cash equivalents to include highly liquid investments with original maturities of three months or less.

Accounts Receivable

Accounts receivable are reported at the customers’ outstanding balances less any allowance for doubtful accounts.  The Company does not accrue interest on overdue accounts receivable.

The allowance for doubtful accounts is charged to income in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  At December 31, 2007, the Company had no accounts receivable due. Accordingly, no allowance for doubtful accounts is included in the accompanying consolidated balance sheet.

Property and Equipment

Property and equipment are stated at cost.  Major renewals and improvements are charged to the asset accounts while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed.  At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts.  Gains or losses from retirements or sales are credited or charged to income.

The Company’s equipment consists of a TPU unit which is being depreciated over its estimated useful life of 7 years on the straight-line method.

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful   exploration   and   development   activities   are   capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.  The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of December 31, 2007, the Company did not deem any of its long-term assets to be impaired.

Convertible Debentures

If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”).  A BCF is recorded by the Company as a debt discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”), Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio, and EITF Issue No. 00-27, and Application of EITF Issue No. 98-5 to Certain Convertible Instruments.  In those circumstances, the convertible debt will be recorded net of the discount related to the BCF.  The Company amortizes the discount to interest expense over the life of the debt using the effective interest method.
 

Derivative Financial Instruments

During the three months ended December 31, 2007, the Company recognized a derivative liability of $2,601,457 pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock” as the Company did not have sufficient authorized and unissued shares to meet all of its commitments relating its convertible debt, outstanding warrants, and options.  The Company recognized a loss of $1,483,810 relating to this accrual.

Revenue recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104.  As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectibility is probable.  Sales are recorded net of sales discounts.

In September 2006, the Company entered into an agreement to joint venture its thermal pulsing pump (TPU) for one year at $3,600 per month.  The lease was cancelled effective June 1, 2007. Pursuant to the lease agreement, the Company received an advance payment of $7,400 and was required to make certain modifications to the pump’s vessel. As of December 31, 2007, the Company incurred $7,432 in costs associated in the vessel upgrade. The upgrade was completed in October 2006 and the $7,432 is included in the cost basis of the TPU. The lease commenced in November 2006. The costs of the vessel upgrades are being depreciated over the pump’s remaining expected useful life of approximately 6 years.  During the nine-months ended December 31, 2007, the Company generated $50,826 from its oil and gas production of which $48,000 was earned from the sale of approximately 600 barrels of oil to Zone Petroleum. The Company is currently storing the oil for Zone, who has accepted ownership and full responsibility for the oil purchased.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.”  Under SFAS No. 109, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  A valuation allowance is provided for significant deferred tax assets when it is more likely than not that the asset will not be realized through future operations.

The Company has total net operating tax loss carry forwards at December 31, 2007 of approximately $9,200,000 for federal income tax purposes.  These net operating losses have generated a deferred tax asset of approximately $3,000,000 on which a valuation allowance equaling the total tax benefit has been provided due to the uncertain nature of it being realized. Net operating loss carryforwards expire in various years through December 31, 2027 for federal tax purposes.

Stock Based Compensation

The Company accounts for stock-based compensation under SFAS No. 123R, "Share- based Payment” " and SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These standards define a fair value based method of accounting for stock-based compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based employee compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount an employee must pay to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
 
The Company recognized stock-based compensation expense of $372,635 and $150,000 for the three month periods ending December 31, 2007 and 2006, respectively, and $1,091,684 and $150,000 for the nine month periods ending December 31, 2007 and 2006, respectively. Stock based compensation is included in general and administrative expense.
 
Issuance of Stock for Non-Cash Consideration

All issuances of the Company's stock for non-cash consideration have been assigned a per share amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares on the dates issued.

Net Loss per Share

The Company adopted the provisions of SFAS No. 128, “Earnings Per Share” (“EPS”).  SFAS No. 128 provides for the calculation of basic and diluted earnings per share.   Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity, arising from the exercise of options and warrants and the conversion of convertible debt.  If such shares were included in diluted EPS, they would have resulted in weighted-average common shares of 101,656,854 and 27,410,814 for the three months ended December 31, 2007 and 2006, respectively and 72,595,400 and 26,275,660 for the nine months ended December 31, 2007 and 2006, respectively.

 
Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, and notes payable.  Pursuant to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” the Company is required to estimate the fair value of all financial instruments at the balance sheet date.  The Company considers the carrying values of its financial instruments in the financial statements to approximate their fair values due to the short term nature of the instruments.

Reclassification

Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.

Recent Accounting Pronouncements

SFAS No. 157 - In September 2006, the FASB issued Statement 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year.  The Company has evaluated the impact of the adoption of SFAS 157, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

SFAS No. 158 - In September 2006, the FASB issued Statement No. 158 Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R). This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007.  The Company has evaluated the impact of the adoption of SFAS 158, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

SAB No. 108 – In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB No. 108), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The guidance in SAB No. 108 requires Companies to base their materiality evaluations on all relevant quantitative and qualitative factors. This involves quantifying the impact of correcting all misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements. The Company has adopted this standard.

SFAS No. 159 - In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.  This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.  This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income.  This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements.  No entity is permitted to apply this Statement retrospectively to fiscal years preceding the effective date unless the entity chooses early adoption. The choice to adopt early should be made after issuance of this Statement but within 120 days of the beginning of the fiscal year of adoption, provided the entity has not yet issued financial statements, including required notes to those financial statements, for any interim period of the fiscal year of adoption.  This Statement permits application to eligible items existing at the effective date (or early adoption date).  The Company has evaluated the impact of the implementation of SFAS No. 159 and does not believe the impact will be significant to the Company's overall results of operations or financial position.


Note 3. Note Receivable

In October 2007, the Company advanced $250,000 to Buccaneer Energy Corporation. The loan is evidenced by a promissory note which is assessed interest at an annual rate of 6%. The note matures on October 15, 2008, when principal and accrued interest is fully due and payable. As security for the loan, Buccaneer pledged to the Company a 50% membership interest in Bowie Energy, LLC. (“Bowie”) formed in Texas on October 9, 2007.  See also Note 11.


Note 4. Acquisition of Licensing Rights

On April 6, 2005, the Company completed its purchase of rights and licenses from Permian Energy Services LP, a related party, in connection with certain technological representation and marketing rights of a proprietary thermal pulse pump in the oil and gas industry.  In consideration for the assets purchased, the Company originally agreed to issue 2,250,000 shares of its common stock and pay $250,000 as evidenced by a promissory note with interest accruing at an annual rate of 6%.  Under the terms of the note, accrued interest would have been due one year from the date of the Note and all principal and additional accrued interest would have been due two years from the date of the note.  Throughout the first portion of fiscal 2006, Permian Energy International was in dispute with the prior President of Permian International, Inc. relative to certain amounts allegedly due to him.  The Company valued the intangible assets purchased at $347,500, which consisted of the $250,000 obligation plus the fair value of the 750,000 shares issued to a consultant in connection with the acquisition.  The Company valued the shares issued as of April 6, 2005 (See Note 5).

In April 2006, the Company entered into a satisfactory settlement agreement with Permian Energy Services L.P. and Robert Clark ("Clark"), the former president of Permian Energy International Inc. Under the terms of the settlement agreement, the Company agreed to dismiss its lawsuit against Clark. The Company has also agreed to pay Clark $53,823 in exchange for Clark returning the 2,025,000 shares it received under the April 6, 2005 asset purchase agreement and cancelling the $214,963 obligation due it.

In order to bring the negotiations with Clark to a successful conclusion, Wyoming Energy Corp. had to return to Permian Energy Services LP, its 10% ownership interest in the LP. In consideration for the loss of Wyoming's interest in the LP, the Company transferred its obligation in favor of the LP to Wyoming under the same terms and conditions. At the time of the transaction, Wyoming Energy Corp. was wholly-owned by the Company's president, but was subsequently sold to an unrelated third party in March 2007.

Clark also agreed not to engage in the business of providing downhole oil or gas well stimulation as referenced and defined in the PES-BI-Comp agreement, which was assigned to the Company by Clark in April 2005 pursuant to the Asset Purchase Agreement for a period of three years.

The Company is amortizing the licensing rights over its expected useful life of seven years. Amortization expense charged to operations amounted to $12,411 and $12,411 in each of the three months ended December 31, 2007 and 2006, respectively. Amortization expense charged to operations amounted to $37,232 and $37,232 in each of the nine months ended December 31, 2007 and 2006, respectively.

Estimated amortization expense is as follows:

Year ending Dec 31,
   
2008
 
$   49,643
2009
 
     49,643
2010
 
     49,643
2011
 
     49,643
2012
 
     12,410
   
$ 210,982

 
 
Note 5. Property and equipment

Oil and gas properties

In October 2006, the Company issued 3,600 shares of its Class C convertible preferred stock in exchange for an option to acquire certain oil and gas leases situated on 3,600 acres in Floyd County, Texas. The option was to expire in January 2007, but the Company paid $54,000 to extend the option period. The 3,600 shares of Class C preferred stock were valued at $32,400 based on the market price of the underlying common shares on which the preferred shares can be converted into on the date of issuance.

In January 2007, the company issued 22,500 shares of its Series B Preferred Stock to Tri Global Holdings, LLC for the purchase of oil and gas leases to thirty to thirty five drilling locations on approximately 1,600 acres in the Devonian Black Shale formation located in the Appalachian Basin in East Tennessee.  The 22,500 shares were valued at $213,773, based on the market price of the Company’s underlying common stock on the date of acquisition. Each share of Series B Preferred is convertible into 100 shares of the Company’s common stock.

In February 2007, the Company issued 25,000 shares of its Series B Preferred Stock in exchange for the acquisition of oil and gas leases and options comprising of approximately 20,000 acres located in Palo Duro Basin, Texas and oil and gas leases located on 372 acres in Young Texas. The 25,000 shares were valued at $237,525, based on the market price of the Company’s underlying common stock on the date of acquisition.

Further in April 2007, the Company issued 12,464 shares of its Series B Preferred Stock to extend the option through August 1, 2007. The 12,464 shares of Class B preferred stock were valued at $149,568 based on the market price of the underlying common shares on which the preferred shares can be converted into on the date of issuance.

In June 2007, the Company issued 61,091 of its Class A convertible preferred stock in exchange for the oil and gas leases referenced above.  The 61,091 shares of Class A convertible preferred stock were valued at $171,055 based on the market price of the underlying common shares on which the preferred shares can be converted into on the date of issuance.

In June 2007, the Company issued 6,500 of its Class B convertible preferred stock and paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining 25% of the working interest in the oil and gas leases located in Young County, Texas. The 6,500 shares of Class B convertible preferred stock were valued at $182,000 based on the market price of the underlying common shares on which the preferred shares can be converted into on the date of issuance.

On May 14, 2007 the Company signed a memorandum agreement (Agreement) with Zone Petroleum, LLC (Zone), a Wyoming corporation to fund the development of its Young County prospect. Pursuant to the agreement, Zone is granted an exclusive for the Young County prospect as long as Zone is able to fund the development of 35 wells over an 18 month period based an turnkey agreement of $50,000 per well. As discussed below, in June, 2007. The Company acquired the remaining balance of the working interest in its Young County, Texas prospect in order to facilitate its agreement with Zone Petroleum LLC. Under the agreement with Zone Petroleum, it will receive a 75% working interest with Platina retaining the remaining 25% working interest. Under the agreement, the Company will receive an operating fee of 10% to 15%, subject to negotiation. During the nine months ended December 31, 2007, the Company received $175,500 from Zone and received an additional $25,000 last year relating to this agreement. On December 30, 2007, the Company acquired the remaining 75% working interest from Zone in exchange for a note payable in the amount of $210,000 (See Note 7).
 
On August 7th 2007 the Company signed an agreement with Homestead Oil and Gas LLC to fund the development of its Appalachian prospect. Under the agreement, the development of 55 well sites are to be funded by Homestead, who will receive a 75% working interest in the wells, with Appalachian, a wholly owned subsidiary of Platina retaining a 25% working interest. As part of the agreement, Appalachian will have the right to purchase 100% or any fraction there of, of any Homestead-owned well interest on this property. Drilling activities began in August of 2007. No assurance can be given as to the expected progress or performance of the development of the wells or that the production there from will prove profitable.  On December 30, 2007, the Company acquired the remaining 75% working interest from Homestead in exchange for a note payable in the amount of $320,000 (See Note 7).

On October 29, 2007 the Company, through its wholly owned subsidiary, Platina Exploration Corporation, entered into a Property Sale and Joint Venture Agreement (the "Rick Newell Agreement") with Buccaneer Energy Corporation ("Buccaneer"). The Rick Newell Agreement provides for a Joint Venture by the Company with Buccaneer for a one half (1/2) interest in the Rick Newell Salt Water Disposal Project located in Oklahoma that consists of one (1) producing oil well (Rick #1) currently producing approximately four (4) barrels of oil per day, one (1) salt water disposal well (the Newell #2) and a number of wells which are to be recompleted and dispose of the salt water on the lease in the Newell #2 well. Pursuant to the Rick Newell Agreement, the Company is to pay to Buccaneer a total consideration of $455,138. In connection with this purchase, the Company is offering to qualified investors units at a price of $50,000 each. Each unit consist of 100,000 restricted shares of the Company’s common stock, a 4% working interest in the Rick #1 and the Newell #2 and a 1 ½ % working interest in the 10 non-operating wells. As of January 10, 2008, the Company has received $525,000 through the issuance of 10.5 units.

On October 31, 2007, the Company, through its wholly owned subsidiary, Platina Exploration Corporation, also entered into a Property Sale and Joint Venture Agreement (the "Oklahoma Agreement") with Buccaneer. The Oklahoma Agreement provides for a Joint Venture by the Company with Buccaneer for a one half (1/2) interest in (i) the approximate forty percent (40%) interest of Buccaneer in the Oklahoma PUD Prospects comprised of several undeveloped prospects to be drilled and (ii) a one half (1/2) interest in the East Texas Projects consisting of the Gaywood acquisition comprised of approximately fifty (50) locations in Rusk County. The Oklahoma Agreement further provides that Buccaneer will show the Company other opportunities or projects and if the Company elects to participate, it will receive a one half (1/2) interest in such project or projects upon reimbursement to Buccaneer for its costs in such project(s). The Oklahoma Agreement also provides that the Company will pay Buccaneer $199,873 comprised of $60,000 cash and a $139,873 promissory note at six percent (6%) interest due on or before January 31, 2008. The Company paid the amounts due in January 2008, when the purchase was completed.

Both the Rick Newell Agreement and the Oklahoma Agreement further provide that Buccaneer and the Company will be equal partners in future operations with Buccaneer's wholly owned subsidiary, Buccaneer Energy L.L.C. being the operator of projects located in Oklahoma, Bowie Operating Company ("Bowie Operating"), a newly formed Texas LLC being the operator of all other projects except that pursuant to an oral agreement, Bowie Operating will also be the Operator of the Newell #2 upon completion of bonding in Oklahoma, with all operations to be at cost, plus normal Model 610 Operating Agreement COPUS drilling, completion and operating overhead reimbursement fees. Buccaneer has a 50% membership interest in Bowie.


Note 6.  Convertible Debt

Agreement #1

On March 14, 2007, convertible debentures totaling $137,556 were sold by four Noteholders (“Assignors”) of the Company to third party assignee(s) represented by counsel (“Assignee”).  Under the terms of the sale, the Company agreed to modify the conversion feature of the notes. Under the modified terms, The Assignee shall have the right, upon three (3) days written notice to the Company, to convert the unpaid principal and accrued interest of each Note into the Company’s common stock at a rate of $0.002 per share for the first 4,000,000 shares and thereafter $0.003 per share, except the last 4,000,000 shares will be at the rate of $0.004 per share; provided, however, the Assignee can only convert after the respective Assignor has been fully paid for that portion of the Note that the Assignee is looking to convert. The terms further provide that no Note shall be converted at any time by the Assignee if it would result in the Assignee beneficially owning more than 9.99% of the common stock of the Company at the time of such conversion and that no Note can be converted at any time that the Fair Market Value of the common stock of the Company is less than nine cents ($0.09) per share without the prior written consent of the Board of Directors of the Company. In addition, the converted shares can not be sold by the Assignee(s) represented by legal counsel into the US Market for a period of five (5) years from the date of the Assignment.  In March 2007, the Company issued 2,200,000 shares of its common stock in exchange for canceling $4,400 of indebtedness. The Company recognized a loss of $281,600 on the conversion. The Company determined that the modification of the conversion features created a beneficial conversion feature (“BCF”) totaling $134,775 which was charged to interest expense during the year ended March 31, 2007.

During the nine months ended December 31, 2007, the Company issued 39,900,000 shares of its common stock in exchange for canceling $80,900 of indebtedness.  These shares cannot be sold in the U.S. market for five years. The Company recognized a loss of $8,517,733 on the conversions, which is the difference between the prevailing market price of the shares on the date of conversion and the conversion price. Of the $80,900, $4,400 was cancelled under a special agreement at a price of $.0005 per share on which 8,800,000 shares were issued.

The balance of the convertible debenture at December 31, 2007 totaled $66,076 including accrued interest. The note is assessed interest at an annual rate of 12%. Interest charged to operations during the three months ended December 31, 2007 and 2006 totaled $3,657 and $4.087, respectively. Interest charged to operations during the nine months ended December 31, 2007 and 2006 totaled $13,021 and $13,573, respectively.

Agreement #2

On August 30, 2007 the Company entered into a Securities Purchase Agreement with La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 7 ¼ % Convertible Debenture for $300,000 with a maturity date of August 30, 2010 if not earlier converted by La Jolla into shares of the Company’s Common Stock and (ii) issue to La Jolla a Warrant to Purchase up to 3,000,000 shares of the Company’s common stock at price of $1 per share with an expiration date of August 30, 2010.

Under the terms of the convertible debenture, La Jolla can convert the debt or any portion thereof.  The number of common shares into which the debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of debenture being converted, the entire result being divided by the Conversion Price. The Conversion Price equals the lesser of (i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares during the twenty days prior to conversion. If La Jolla elects to convert, the Company has the right to pay off the amount of debt to be converted including accrued interest, however, if the trading price of the Company’s common shares is less than $.25 at the time of La Jolla elects to convert, the Company may pay off the amount of debt and accrued interest to be converted with a 20% penalty thereon. The Company has the right to prepay any or all of the outstanding principal balance and accrued interest due at anytime in an amount equal to 120% of such outstanding balance and accrued interest.

The Company has valued the convertible debenture (imputing an interest rate of 4.87%) and the related beneficial conversion option to convert the principal balance into shares using the “Relative Fair Value” approach.  Accordingly, the Company recognized a $300,000 discount on the $300,000 principal amount of the convertible debenture. The discount is being amortized over the life of the 3 year life of the debenture. Interest charged to operation on the debenture for the three months ending December 31, 2007 and 2006 amounted to $7,270 and $0, respectively. Interest charged to operation on the debenture for the nine months ending December 31, 2007 and 2006 amounted to $9,117 and $0, respectively. Interest charged to operation on the discount for the three months ending December 31, 2007 and 2006 amounted to $25,000 and $0, respectively. Interest charged to operation on the debenture for the nine months ending December 31, 2007 and 2006 amounted to $33,333, and $0, respectively.

Agreement #3

On October 16, 2007 the Company entered into a Securities Purchase Agreement with La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 8 % Convertible Debenture for $250,000 with a maturity date of October 16, 2010 if not earlier converted by La Jolla into shares of the Company’s Common Stock and (ii) issue to La Jolla a Warrant to Purchase up to 2,500,000 shares of the Company’s common stock at price of $1 per share with an expiration date of October 16, 2010.

Under the terms of the convertible debenture, La Jolla can convert the debt or any portion thereof.  The number of common shares into which the debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of debenture being converted, the entire result being divided by the Conversion Price. The Conversion Price equals the lesser of (i) $1.00 or (ii) 80% of the average of the 3 lowest prices of the Common Shares during the twenty days prior to conversion. If La Jolla elects to convert, the Company has the right to pay off the amount of debt to be converted including accrued interest, however, if the trading price of the Company’s common shares is less than $.25 at the time of La Jolla elects to convert, the Company may pay off the amount of debt and accrued interest to be converted with a 20% penalty thereon. The Company has the right to prepay any or all of the outstanding principal balance and accrued interest due at anytime in an amount equal to 120% of such outstanding balance and accrued interest.

The Company has valued the convertible debenture (imputing an interest rate of 4.97%) and the related beneficial conversion option to convert the principal balance into shares using the “Relative Fair Value” approach.  Accordingly, the Company recognized a $250,000 discount on the $250,000 principal amount of the convertible debenture. The discount is being amortized over the life of the 3 year life of the debenture. Interest charged to operation on the debenture for the three months ending December 31, 2007 and 2006 amounted to $3,770 and $0, respectively. Interest charged to operation on the debenture for the nine months ending December 31, 2007 and 2006 amounted to $3,770 and $0, respectively. Interest charged to operation on the discount for the three months ending December 31, 2007 and 2006 amounted to $93,750 and $0, respectively. Interest charged to operation on the debenture for the nine months ending December 31, 2007 and 2006 amounted to $93,750, and $0, respectively.

On December 7, 2007, the Company made a prepayment on the convertible debenture in the amount of $75,000.  On January 25, 2008, the Company paid this debt in full and no further obligation is due.

Agreement #4

The Company completed a $1,500,000 financing pursuant to a Securities Purchase Agreement with an effective date of December 31, 2007 with Trafalgar Capital Specialized Fund, Luxembourg ("Trafalgar") for Trafalgar to loan $1,500,000 to the Company (the "Loan") pursuant to a secured Promissory Note (the "Note") dated December 31, 2007 with an annual interest rate of 10% due in monthly payments of interest only for the first two months and then commencing three (3) months from the date of the Note, principal and interest amortized over the remaining twenty five months of the Loan and a monthly redemption premium of 15% of the payment is payable in monthly installments with all principal and accrued interest due on March 30, 2010.

Trafalgar is entitled, at its option, to convert until the Note is fully paid all or any part of the principal amount of the Note, plus accrued interest, into shares of the Company’s common stock, at the price per share equal to $0.17 when the Common Stock is trading at or above $0.40 per share.  If the Company fails to make a monthly payment within 5 days of its due date, then Trafalgar can convert its debt into shares of the Company’s common stock at a price per share equal to eighty-five percent (85%) of the lowest daily closing bid price of the Company’s Common Stock, as quoted by Bloomberg, LP, for the ten trading days immediately preceding the Conversion Date.

The Company issued 18,000,000 shares of its common stock and a third party non-affiliate issued an additional 6,000,000 shares into escrow as additional security for the loan.

As long as the Note is not in default and the trading price of the Company’s common stock is $.40 per share or higher, the Company has the right to pay down all or a portion of the principal balance and accrued interest plus a 15% redemption fee.
 
In the event that the Company authorizes a stock split or a stock dividend, the conversion price in effect immediately prior to such split or dividend will be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of common stock, the conversion price in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of split, dividend or combination as the case may be.

The Company is required to prepare and file, no later than thirty days from the date of failing to make any cash payment, including the applicable cure period (“Scheduled Filing Deadline”), a registration statement with the SEC under the 1933 Act for the registration for the resale by Trafalgar of at least two times the number of shares which are anticipated to be issued upon conversion of the Note. The Company shall cause the Registration Statement to remain effective until all of the converted shares have been sold.

In the event the Company fails to file the registration statement ,or it does not become effective within 60 days of the filing deadline (“Scheduled Effective Date”), or sales can not be made due to a fault in the registration statement, the Company is required to pay as liquidated damages to Trafalgar, at its option, either a cash amount or shares of the Company’s common stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Note outstanding as for each thirty (30) day period (or any part thereof) after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be.

As additional consideration for the debt facility, Trafalgar has the right to accept monthly repayment of principle and interest (approximately $70,000 per month) in the form of common shares only if the common stock price is trading above $.40 per share. Trafalgar would then have the right to receive such monthly payment(s) at a fixed conversion price of $.17 per share subject to certain potential adjustments.

The Company has computed a beneficial conversion feature on the debt in the amount of $1,500,000. The discount is being amortized over the life of the debenture.

The funds from the loan will be used in conjunction with the Company's Tennessee prospect and specific corporate overhead.
 
 
Note 7. Note Payable - Other

Note #1

As discussed in Note 3, Wyoming Energy Corp, a corporation previously owned by the Company’s President, returned its 10% interest in Permian Energy Services LLC in order to bring the settlement with Permian to a successful conclusion. In consideration for the loss of Wyoming's interest in the LLC, the Company transferred its obligation to Permian to Wyoming under the same terms and conditions.

Under the terms of the note, all principal and accrued interest was due two years from the date of the note, on April 5, 2007.   Interest accrued and charged to operations on this obligation accruing during the three months ended December 31, 2007 and 2006 totaled $3,733 and $4,087, respectively. Interest accrued and charged to operations on this obligation accruing during the nine months ended December 31, 2007 and 2006 totaled $11,036 and $13,573, respectively. The total balance of this obligation at December 31, 2007 is $252,645. The due date of this obligation including accrued interest has been extended to March 31, 2008.

Note #2

On November 29, 2007 the Company borrowed $100,000 from an unrelated party under a promissory note.  The terms of the note call for interest in the amount of $5,000 and repayment of the principal and interest within 60 days.  The note also called for the issuance of 100,000 shares of the Company’s common stock in payment of a loan fee.   The loan fee was valued at $22,000, which was based on the market price of the shares on the date of issuance.  The loan fee is included in expense for the nine months ended December 31, 2007. Interest accrued and charged to operations on this obligation accruing during the three months ended December 31, 2007 and 2006 totaled $5,000 and $0, respectively. Interest accrued and charged to operations on this obligation accruing during the nine months ended December 31, 2007 and 2006 totaled $5,000 and $0, respectively. The total balance of this obligation at December 31, 2007 is $105,000. The maturity date of the Note was extended to March 29, 2008. Under the amended terms of the Note, interest is assessed on the principal balance at an annual rate of 15%.

Note #3

On December 30, 2007 the Company acquired the remaining 75% working interest in the Young County, Texas prospect through the issuance of a note payable to Zone Petroleum, LLC in the amount of $210,000.  Pursuant to the note, $10,000 is payable on or before February 15, 2008 and the remaining $200,000 accrues interest at 8% per annum with interest only payments payable quarterly commencing April 1, 2008 for a period of two years at which time all remaining principal and accrued but unpaid interest shall be due and payable.

Note #4

On December 30, 2007 the Company acquired the remaining 75% working interest in the Tennessee prospects through the issuance of a note payable to Homestead Oil and Gas, Inc. in the amount of $320,000.  Pursuant to the note, $20,000 is payable on or before February 15, 2008 and the remaining $300,000 accrues interest at 8% per annum with interest only payments payable quarterly commencing April 1, 2008 for a period of two years at which time all remaining principal and accrued but unpaid interest shall be due and payable.


Note 8. Due to Related Parties

As of December 31, 2007, the Company owed its President, Blair Merriam, a total of $356,137 under various loan obligations, including accrued interest.  The loans are assessed interest at an annual rate of 12%.  Interest charged to operations for the three months ended December 31, 2007 and 2006 on these loans totaled $8,655 and $7,378, respectively. Interest charged to operations for the nine months ended December 31, 2007 and 2006 on these loans totaled $24,926 and $18,188, respectively In addition, under the terms of the loans, until the principal loans balance and accrued interest are paid in full, the President has the right to convert the obligation due him, including accrued interest, into shares of the Company’s common stock at $0.17 per share.


Note 9. Shareholders' Deficit

Preferred Stock

In September 2006, 5,000 shares of the Company’s Series B Preferred Stock were converted into 500,000 shares of the Company’s common stock.

In January 2007, the Company issued 22,500 shares of its Series B Preferred Stock in consideration for certain oil and gas leases and options (see Note 4).

In January 2007, the Company issued 25,000 shares of its Series B Preferred Stock in exchange for the acquisition of certain oil and gas leases and options (see Note 4).

In March 2007, the Company issued 20,000 shares of its Series B Preferred Stock in consideration for consulting services valued at $280,000.

On October 12, 2006, the Company issued 3,600 shares of its Series C Preferred Stock in exchange for a 90-day option to acquire certain oil and gas leases in Lloyd and Briscoe Counties, Texas. (See Note 4)

In March 2007, 5,000 shares of the Company’s Series B Preferred Stock were converted into 500,000 shares of the Company’s common stock

In April 2007, the Company issued 12,464 shares of its Series B Preferred Stock in exchange for the extension of an option to acquisition of certain oil and gas leases. The shares were valued at $149,568 based upon the market price of the underlying common shares at date of issuance.

In June 2007, the Company issued 61,091 shares of its Series A Preferred Stock in exchange for the acquisition of certain oil and gas leases. The shares were valued at $171,055 based upon the market price of the underlying common shares at date of issuance.

In June 2007, the Company issued 6,500 shares of its Series B Preferred Stock in exchange for the acquisition of certain oil and gas leases. The shares were valued at $182,000 based upon the market price of the underlying common shares at date of issuance.

In November 2007, the Company issued 2,500 shares of its Series B Preferred Stock in exchange for consulting fees. The shares were valued at $63,750 based upon the market price of the underlying common shares at date of issuance.

Common Stock

In April 2006, the Company issued a total of 1,225,000 rule 144 shares of its common stock in exchange for $61,250.

In April 2006, Clark returned the 2,025,000 shares of the Company’s common stock as required in the April 5, 2006 settlement agreement (See Note 3). These shares were subsequently cancelled by the Company.

In October 2006, the Company issued a total of 700,300 shares of its rule 144 common stock in payment of debt to a note holder in the amount of $35,015 (see Note 4).  The aggregate fair value of the shares issued was $63,027; accordingly, the Company recorded a $28,012 loss on settlement of debt.

In November 2006, the Company issued a total of 1,250,000 shares of its rule 144 common stock in consideration for investor relations services.

In January 2007, the Company issued 50,000 shares of its rule 144 common stock as additional consideration on a $50,000 loan (See Note 5).

In February 2007, the Company issued 750,000 shares of its rule 144 common stock in consideration for consulting agreement Services valued at $93,375 based upon the market price of shares on date of issuance.

In March 2007, the Company issued 2,200,000 shares of its common stock in consideration for the cancellation of $4,400 of indebtedness (See Note 5). The aggregate fair value of the shares issued was $286,000; accordingly, the Company recorded a $281,600 loss on settlement of debt.  These shares cannot be sold in the U.S. market for five years.

In April 2007, the Company issued 1,266,667 shares of its common stock in exchange for the cancellation of $3,800 of indebtedness due on certain convertible debentures. The company recognized a loss of $135,533 on the conversion. These shares cannot be sold in the U.S. market for five years.

In April 2007, the Company issued 2,200,000 shares of its common stock in exchange for the cancellation of $4,800 of indebtedness due on certain convertible debentures. The company recognized a loss of $237,200 on the conversion. These shares cannot be sold in the U.S. market for five years.

In June 2007, the Company issued 1,400,000 shares of its common stock in consideration for consulting services. The services were valued at $182,000, which was based on the market value of the shares on date of issuance.

In June 2007, the Company issued 50,000 shares of its common stock in consideration for extending the due date of a note payable.  The shares were valued at $9,500, which was based on the market value of the shares on date of issuance.

In June 2007, the Company issued 1,833,333 shares of its common stock in exchange for the cancellation of $5,500 of indebtedness due on certain convertible debentures. The company recognized a loss of $397,833 on the conversion. These shares cannot be sold in the U.S. market for five years.

In June 2007, the Company issued 8,800,000 shares of its common stock in exchange for the cancellation of $4,400 of indebtedness due on certain convertible debentures. The company recognized a loss of $2,481,600 on the conversion. These shares cannot be sold in the U.S. market for five years.

In June 2007, the Company issued 1,000,000 shares of its common stock in consideration for consulting services. The services were valued at $190,000, which was based on the market value of the shares on date of issuance.

In July, 2007, the Company issued 53,571 shares of its common stock in payment of wages earned.  The shares were valued at $15,000, which was based on the market value of the shares on date of issuance.

In July 2007, the Company issued 300,000 shares of its common stock in accordance with an employment agreement on time stock grant.  The shares were valued at $84,000, which was based on the market value of the shares on the date of issuance.

In August 2007, the Company issued 3,900,000 shares of its common stock in exchange for the cancellation of $11,700 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $667,967 on the conversion. These shares cannot be sold in the U.S. market for five years.

In September 2007, the Company issued 7,900,000 shares of its common stock in exchange for the cancellation of $23,700 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $1,624,000 on the conversion. These shares cannot be sold in the U.S. market for five years.

In September 2007, the Company issued 100,000 shares of its common stock in consideration for consulting services.  The services were valued at $9,000, which was based on the market value of the shares on the date of issuance.

In September 2007, the Company issued 202,500 shares of its common stock in exchange for the cancellation of $19,737 of indebtedness due on certain accounts payable.  The Company recognized a loss of $23,576 on the issuance.

In September 2007, the Company issued 37,500 shares of its common stock in consideration for legal services.  The services were valued at $8,438, which was based on the market value of the shares on the date of issuance.

In October 2007, the Company issued 500,000 shares of its common stock for five units in the Rick Newell Agreement.  See Note 4.

In November 2007, the Company issued 8,000,000 shares of its common stock in exchange for the cancellation of $24,000 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $2,088,000 on the conversion. These shares cannot be sold in the U.S. market for five years.

In November 2007, the Company issued 300,000 shares of its common stock for three units in the Rick Newell Agreement.  See Note 4.

In November 2007, the Company issued 100,000 shares of its common stock in payment of a loan fee.  The loan fee was valued at $22,000, which was based on the market value of the shares on the date of issuance.

In December 2007, the Company issued 1,500,000 shares of its common stock in exchange for the consulting services.  The services were valued at $247,500, which was based on the market value of the shares on the date of issuance.

In December 2007, the Company issued 6,000,000 shares of its common stock in exchange for the cancellation of $3,000 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $897,000 on the conversion. These shares cannot be sold in the U.S. market for five years.

In December 2007, the Company issued 150,000 shares of its common stock for one and one-half units in the Rick Newell Agreement.  See Note 4.

In December 2007, the Company issued 343,750 shares of its common stock in payment of $55,000 of salary owed to one executive.

 
Stock Warrants

At December 31, 2007, there were total warrants outstanding to purchase 1,425,000 shares of rule 144 common stock at $0.50, and 4,425,000 shares of common stock at $1.00. The expiration dates of the warrants vary from July 31, 2007 to August 30, 2010.  During the nine months ended December 31, 2007, the Company issued an extension for certain warrants and accordingly, recorded an expense of $35,767 associated with the expiration of the warrants.  Also during the nine months ended December 31, 2007 the Company issued 3,000,000 warrants, included above, and accordingly recorded an expense of $12,550 associated with the amortization of these warrants over their respective life. At December 31, 2007, warrants to purchase 1,425,000 shares of common stock at $.50 per share and warrants to purchase 1,425,000 shares of common stock at $1.00 per share expired.

Employee Stock Option Plan

On March 25, 2005, the Company established a stock option plan for officers, directors, employees and consultants. Under the plan, certain options issued will constitute “Incentive Stock Options” within the meaning of section 422A of the Internal Revenue Code, and other options issued will be deemed nonstatutory. The Company’s Board of Directors is responsible for the plan and the granting of the options.  The number of common shares reserved to be issued through the plan is 3,000,000. Options are exercisable for as period up to ten years from the date of grant. The Company’s Board of Directors decides the actual term of each option. Options granted to employees are subject to a vesting schedule based upon the number of years of continuous service that the employee has with the Company from the grant date of the respective option. After three years of continuous service from the date of grant, the respective options held by an employee are fully vested. The price for shares issued through the exercise of incentive stock options are at fair market value for all employees with the exception of employees who are significant shareholders, who will pay no less than 110% of market value. The price for shares issued through the exercise of nonstatutory options shall be decided by the Company’s Board, but at a price no less than 100% of the shares market value at date of grant.

On March 28, 2007, the Company granted stock options for a total of 3,000,000 common shares. The options were issued to its management and its employee under its 2005 Stock Option Plan. The options are exercisable any time through March 27, 2012 at a price of $.09 per share. The agreements limit the amount of shares exercised per holder in any year to 100,000. These options were valued using the Black-Scholes option pricing model using the following assumptions: term of 5 years, a risk-free interest rate of 4.50%, a dividend yield of 0% and volatility of 139%.  Compensation recognized on the above option grants was $215,500 which will be charged to operations over the next five years.  For the three and nine months ended December 31, 2007, amortization of the options was $10,775 and $32,325 respectively.

On March 28, 2007, the Company granted a consultant options to purchase 200,000 shares of its common stock at a price of $0.10 per share, the option expires on March 27, 2010.  The options were valued using the Black-Scholes option pricing model using the following assumptions: term of 3 years, a risk-free interest rate of 4.49%, a dividend yield of 0% and volatility of 139%. . Compensation recognized on the above option grant was $13,940 which was charged to operations at March 31, 2007,

On April 13, 2007, the Company granted a consultant options to purchase 200,000 shares of its common stock at a price of $0.10 per share, the option expires on April 12, 2010.  The options were valued using the Black-Scholes option pricing model using the following assumptions: term of 3 years, a risk-free interest rate of 4.71%, a dividend yield of 0% and volatility of 164%. Compensation recognized on the above option grant was $17,100 which was charged to operations during the nine months ended December 31, 2007,

On June 7, 2007, the Company granted a consultant options to purchase 1,000,000 shares of its common stock at a price of $0.28 per share, the option expires on June 7, 2012.  The options were valued using the Black-Scholes option pricing model using the following assumptions: term of 5 years, a risk-free interest rate of 4.71%, a dividend yield of 0% and volatility of 164%.  Compensation recognized on the above option grant was $262,200 which will be charged to operations over the next five years.  For the three and nine months ended December 31, 2007, amortization of the options was $13,110 and $26,220.


Note 10. Related Parties

Stock Options

The Company had granted stock options to related parties to purchase shares of the Company common stock. As of December 31, 2007, the 4,000,000 stock options outstanding were all issued to related parties (see Note 7).

Noncash Transactions

For the three months ended December 31, 2007 and 2006, the Company accrued $30,000 and $18,000, respectively, for compensation due its officers for services rendered. For the nine months ended December 31, 2007 and 2006, the Company accrued $105,000 and $54,000, respectively, for compensation due its officers for services rendered. The balances due to these officers at December 31, 2007 totaled $397,000.


Note 11. Subsequent Events

In January 2008, the Company issued 100,000 shares of its common stock for one unit in the Rick Newell Agreement.  See Note 5.

In January 2008, the Company agreed to convert the $250,000 promissory note from Buccaneer Energy Corporation into 50% ownership in Bowie Energy, LLC. See Note 3.

On January 28, 2008, the Company issued 5,000,000 warrants to unrelated parties for services rendered. The warrants are exercisable immediately at a price of $0.25 per share.  The expiration dates of the warrants vary from January 18, 2013 to January 24, 2013.

On January 10, 2008, the Company formed Wildcat Energy Corp., a Nevada Corporation (“Wildcat”).  Wildcat Energy Corp., is a wholly owned subsidiary of Platina Energy Group, Inc. (collectively, the "Company") and entered into an Agreement of Sale and Purchase (the "Agreement") with Energas Resources, Inc. ("Energas"), TGC, Inc., a wholly-owned subsidiary of Energas, ("TGC") and AT Gas Gathering Systems, Inc., a wholly-owned subsidiary of Energas ("ATG")( Energas, TGC and ATG collectively, "Energas Resources") with the transactions set forth in the Agreement also closing on January 17, 2008 effective as of January 1, 2008. Pursuant to the Agreement, Energas Resources sold to the Company (i) all of the Energas Resources properties and interests, producing and non-producing, owned by Energas Resources as listed in the Agreement (ii) all right title and interest of Energas Resources in oil, gas and mineral leases, subleases, easements, farmout agreements, royalty agreements, overriding royalty agreements, and/or net profit interest agreements in 11 properties located in Laurel County, Kentucky and 10 properties in Whitley County, Kentucky as described in the Agreement, (iii) the interests of Energas Resources in certain property located in Laurel and Whitley Counties, Kentucky including but not limited to wells, approximately 9 miles of natural gas transmission line and gathering system facilities, compressor station and De-Hy Unit and other personal property as further described in the Agreement and (iv) all regulatory permits, licenses and authorizations relating to the purchased assets. The purchase price for the foregoing assets is $2,300,000 of which $100,000 was paid at the closing and $2,200,000 was paid by the Company executing a 7 1/2 % interest non recourse promissory note (the "Note") secured by the assets transferred to the Company. The Note further provides that the Company pay Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and commencing October 1, 2008, quarterly payments of interest only until January 1, 2010 when all outstanding principal and accrued but unpaid interest is due in full.

On January 17, 2008, Platina Energy Group, Inc. ("Platina") also entered into an Agreement for Sale and Purchase of Oil and Gas Properties (the "Wyoming Agreement") with Energas with the transactions set forth in the Wyoming Agreement also closing on January 17, 2008. Pursuant to the Wyoming Agreement, Platina purchased a 26% working interest in the Rusty Creek Prospect in Niobrara County, Wyoming, which includes the Finley #1 and Finley #2 producing wells and Finley #4, TA with existing production of approximately 11 barrels of oil per day, plus leases of oil and gas rights on 1,760.11 acres and various personal property for a purchase price ,all of which was paid at closing, of (i) $233,379 (ii) warrants to purchase 2,500,000 shares of Platina's common stock at $.25 per share which expire on January 17, 2010, (iii) $10,593 for its participation in the workover of the Finley #1 and (iv) $111,896 for its participation in the deepening of the Finley #2.

On January 8, 2008, the Company acquired a 44% working interest in the Golf #1 Well, and the assignment of the Jack Goff and Cumberland College leases which comprises approximately 838 acres for a total purchase price of $10,000.

On January 25, 2008, the Company paid a total of $179,658 in principal and interest to La Jolla for payment in full of the convertible debenture dated October 16, 2007.  No further obligation is due under this agreement. See Note 6, Agreement #3.



THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.  FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. THE FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT.  TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND NEITHER THE COMPANY NOR MANAGEMENT ASSUMES ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

Critical Accounting Policies

Our Management's Discussion and Analysis or Plan of Operation section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, accruals for other costs, and the classification of net operating loss and tax credit carry forwards between current and long-term assets. These accounting policies are more fully described in the notes to the financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007.

The first critical accounting policy relates to revenue recognition. The Company recognizes income from its oil and gas sales when title passes on the sale of the related product.

The second critical accounting policy relates to the valuation of non-monetary consideration issued for services rendered. The Company values all services rendered in exchange for its common stock at the quoted price of the shares issued at date of issuance or at the fair value of the services rendered, which ever is more readily determinable. All other services provided in exchange for other non-monetary consideration is valued at either the fair value of the services received or the fair value of the consideration relinquished, whichever is more readily determinable.

The third critical accounting policy relates to the valuation of the Company's long-term assets. The Company accounts for its long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.

The fourth critical accounting policy relates to the accounting of the Company's oil and gas activities. The Company follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.

The fifth critical accounting policy relates to the valuation of the modified terms of its convertible debt. The Company considers the modified conversion terms to be an inducement offer pursuant to FSAB No. 84. Therefore, each conversion is valued separately and a gain or loss on the difference between the debt cancelled and the market value of the shares issued on the conversion is recognized into operations.

The six critical accounting policy is our accounting for conventional convertible debt. When the convertible feature of the conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature ("BCF"). We record a BCF as a debt discount pursuant to EITF Issue No. 98-5 ("EITF 98-05"), "Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio," and EITF Issue No. 00-27, "Application of EITF Issue No. 98-5 to Certain Convertible Instruments." In those circumstances, the convertible debt will be record net of the discount related to the BCF. We amortize the discount to interest expense over the life of the debt using the effective interest method.

 
Overview

Platina Energy Group, Inc. ("the Company"), a Delaware Corporation, was originally incorporated on January 19, 1988. The Company went through several previous unrelated transactions involving other businesses that have subsequently been divested. A further subsequent restructure of the Company on June 15, 2005 resulted in the name change to Platina Energy Group, Inc. As part of this restructure, the Company acquired technology representation rights and certain marketing licenses to a proprietary thermal pulsing pump which will be utilized in the oil and gas industry.

Subsequent to this endeavor with the TPU (Thermal Pulse Unit) technology, the Company initiated efforts in seeking possible acquisitions of oil and gas properties that in management's opinion would provide revenue and profit generating opportunities. Pursuant to management's goal of acquiring said properties, management identified several potential candidates and on October 12, 2006, the Company issued 3,600 shares of its Series C Preferred Stock in exchange for an option to acquire certain oil and gas leases in Lloyd and Briscoe Counties, Texas.

On October 27, 2006, the Company entered into an agreement to purchase an oil and gas lease for thirty to thirty five drilling locations on approximately 1,600 acres in the Devonian Black Shale formation located in the Appalachian Basin in East Tennessee (said lease prospects are contained in the P Hawkins Gas Project). An engineering report produced by an independent Petroleum Engineer states that the production in the P Hawkins Gas Project area comes from the Devonian Black Shale which has had significant proven commercial reserves. However, there can be no assurance that our leases will be determined to have commercially proven reserves or that the development of the wells on the leases or the production there from will prove profitable. In consideration for the assets purchased, the Company agreed to issue 22,500 shares of its Series B Preferred Stock to seller. The closing of the transaction was January 8, 2007.

In October 2006, the Company entered into an agreement with West Texas Royalties to purchase oil and gas lease options to certain oil and gas leases situated on 3,600 acres in Floyd and Briscoe Counties, Texas. The option was to expire in January 2007, but the Company paid $54,000 to extend the option period. In April 2007, the Company issued 12,464 shares of its Series B Preferred Stock to further extend the option through August 1, 2007.

In November 2006, the Company entered into an asset purchase agreement with West Texas Royalties to purchase a 75% working interest in oil and gas leases located on 372 acres in Young County, Texas. Additionally, the purchase agreement provided oil and gas lease options on approximately 20,000 gross acres located in Palo Duro Basin, Texas. The Company is in the process of obtaining engineering reports for said acreage in the Palo Duro Basin, and no assurance can be given that the reports will result in commercially viable proved reserves.

In June 2007, the Company issued 6,500 of its Class B convertible preferred stock and paid $10,000 to West Texas Royalties, Inc. in consideration for the remaining 25% of the working interest in the oil and gas leases located in Young County, Texas. In May 14, 2007 the Company signed a memorandum agreement (Agreement) with Zone Petroleum, LLC (Zone), a Wyoming corporation to fund the development of its Young County prospect. Pursuant to the agreement, Zone is granted an exclusive for the Young County prospect as long as Zone is able to fund the development of 35 wells over an 18 month period based on a turnkey agreement of $50,000 per well. Once Zone has performed by commissioning 35 wells in an 18 month period, the exclusivity is non-revocable. As discussed above, in June, 2007. The Company acquired the remaining balance of the working interest in its Young County, Texas prospect in order to facilitate its agreement with Zone Petroleum LLC. Under the agreement with Zone Petroleum, it will receive a 75% working interest with Platina retaining the remaining 25% working interest. Under the agreement, the Company will receive an operating fee of 10% to 15%, subject to negotiation. During the three months ended June 30, 2007, the Company received $35,500 from Zone and received an additional $25,000 last year relating to this agreement. Drilling activity began on the Young County prospect at the end of the first quarter 2007. The Company has struck oil with its first well, however no assurance can be given as to the resulting production of said well, or the future performance of this prospect with respect to its development or subsequent profitability thereof.

In June 2007, the Company issued 61,091 of its Class A convertible preferred stock in exchange for a 75% working interest in oil and gas leases for Palo Duro Basin located in Hale County, Texas from West Texas Royalties, Inc.

In June of 2007, Platina Exploration Corp. was formed in the state of Nevada as a wholly owned subsidiary to Platina Energy Group, Inc. Mr. Chip Langston was elected as the CEO immediately following the incorporation of Platina Exploration Corp. Further, Mr. Langston was elected to the Board of Directors of Platina Energy Group, Inc. on June 7, 2007. Mr. Langston has an extensive financial background relating to the acquisition and funding of oil and gas projects, and will immediately begin devoting time to the development of Platina Exploration Corp.

In July, 2007, the Company issued 53, 571 shares of its common stock in payment of wages earned. The shares were valued at $15,000, which was based on the market value of the shares on date of issuance.

In July 2007, the Company issued 300,000 shares of its common stock in accordance with an employment agreement on time stock grant. The shares were valued at $84,000, which was based on the market value of the shares on the date of issuance.

In August 2007, the Company issued 3,900,000 shares of its common stock in exchange for the cancellation of $11,700 of indebtedness due on certain convertible debentures. The Company recognized a loss of $667,967 on the conversion.

In September 2007, the Company issued 6,900,000 shares of its common stock in exchange for the cancellation of $20,700 of indebtedness due on certain convertible debentures. The Company recognized a loss of $1,430,600 on the conversion.

In September 2007, the Company issued 1,100,000 shares of its common stock in consideration for consulting services. The services were valued at $214,000, which was based on the market value of the shares on the date of issuance.

In September 2007, the Company issued 202,500 shares of its common stock in exchange for the cancellation of $19,737 of indebtedness due on certain accounts payable. The Company recognized a loss of $23,576 on the issuance.

As of November 13th, 2006 the Company's corporate headquarters is located on 1807 Capitol Ave. Suite 101 - I, Cheyenne, WY 82001

 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006

Income Earned During the Exploration Stage 
 
Income earned during the exploration stage for the three months ended December 31, 2007 was $48,000 compared to $7,500 for the same period in 2006.  The primary source of this income for the three months ending December 31, 2007 was from the sale of oil and gas production.  This growth in this income represents the initial results of the Company’s extensive re-work and other development efforts that began earlier in 2007.  Management believes that future income from the sale of products will continue to increase as the result of the increasing operational activities of the Company.  But no assurance can be given in this regard.
 
Operating Expenses

Operating expenses totaled $701,759 for the three months ended December 31, 2007 and $224,985 for the same period of 2006.  This increase of $476,774 for the three months ended December 31, 2007 from the comparable period in 2006 is primarily the result of an increase of $260,049 in the general and administrative expenses and $198,750 in non-cash consulting fees. These increases in expenses are primarily the direct result of the ramp up of overall operational activities.

Other Income (Expense)

The “non-cash” losses from “Other Income and Expenses” for the three months ended December 31, 2007 was $4,763,825 compared to $42,994 for the same period in 2006.  This increase was due primarily to an increase in changes in Fair value of derivative liability of $1,483,810 and an increase in loss on conversion of debt to equity of $2,944,988. The Company incurred interest expense for the three months ended December 31, 2007 of $310,138 as compared to $74,985 for the same period of 2006. 
 
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2007 AND 2006
 
Income Earned During the Exploration Stage
 
Income earned during the exploration stage for the nine months ended December 31, 2007 was $58,026 compared to $7,400 for the same period in 2006. The primary source of this income was from the sale of oil and gas production.  This growth in this income represents the initial results of the Company’s extensive re-work and other development efforts that began earlier in 2007.  Management believes that future income from the sale of products will continue to increase as the result of the increasing operational activities of the Company. But no assurance can be given in this regard.

Operating Expenses

Operating expenses for nine months ended December 31, 2007 were $1,764,633 as compared to $344,056 for the same period of 2006.  This represents an increase in operating expenses of $1,420,577 over the comparable period in 2006.  This increase was primarily the result of increases in two categories, general and administrative expenses and non-cash consulting fees. General and administrative expenses increased were $671,383 for the nine months ended December 31, 2007 representing a $466,325 increase over the comparable period for 2006.  Consulting fees, non-cash expenses were $984,821 for the nine months ended December 31, 2007 compared to $150,000 for the same period in 2006. This represents an $834,821 increase over the comparable period of 2006.

Other Income (Expense)

The non-cash losses from “Other Income and Expenses” for the nine months ended December 31, 2007 was $10,398,129 compared to $70,171 for the same period in 2006.  This increase of loss was due primarily to an increase in changes in fair value of derivative liability of $1,483,810 and an increase in loss on settlement of debt of $8,513,297.  Interest expense for the period was $376,133 compared to $42,159 for the same period of 2006.  This represents an increase of $295,246 for the interest expense category.
 
 
Liquidity and Capital Resources

As of December 31, 2007, the Company's current assets totaled $1,546,330, consisting of $1,268,207 in cash accounts, $253,123 in notes receivable and prepaid expenses totaling $25,000. which consisted of the value of the Company's common stock issued for future services. The Company also had oil and gas leases and options with a book value of $1,1,729,379, equipment with a net book value of $40,988, and licensing rights of $210,982, net of amortization. Total assets at December 31, 2007 amounted to $3,527,689.

As of December 31, 2007, the Company had current liabilities of $4,457,864 consisting of accrued accounts payable of $84,679, compensation to officers of $397,000, derivative liabilities of $2,601,457, and notes payable of $1,374,828 combined.  The Company had no long term liabilities.

As of December 31, 2006, the Company's had current assets of $50,410.  This consisted of  equipment with a net book value of $50,410, Other assets consisting of licensing rights of $2260,625, net of amortization. Total assets at December 31, 2006 amounted to $343,435.

As of December 31, 2006, the Company had current liabilities of $1,024,842 consisting of $53,939 in accounts payable and accrued expenses,  and  accrued compensation to officers of $3329,000 and notes payable of $641,894.  The Company had no long term liabilities.
 
With respect to the financial condition beyond December 31, 2007 the Company will need access to additional funding to meet operating requirements. Access to funding may come from joint venture opportunities, debt, stock placement or sale of assets. Accordingly, the Company does not expect to be able to fund operations from internally generated funds until such time as its new E & P (exploration and production) business strategy can be funded and implemented. As of the date of this audit Company had no material commitments for any additional financing, and there can be no assurance that any such commitments would be obtained on favorable terms, if at all.
 
Plan of Operation
 
The Company has previously maintained its operations through debt financing and from the sale of rule 144 stock and advances from related and unrelated parties. The Company plans to provide for its future financing needs through debt and equity financing as well as strategic joint venture alliances. Over the next twelve months the Company plans to continue its efforts in forming joint venture alliances as well as other potential avenues to extinguish debt if and have access to strategic capital pools. Actual losses attributed to operations for the first quarter were negligible and in line with internal projections.

Although management is cautiously optimistic about its progress for a resolution to financing needs based on certain subsequent events to this quarterly report, no assurances can be made that its strategic alliances or joint venture partners will continue with their commitments to the Company. Adverse market conditions, reductions in oil and gas energy prices and limited access to the capital markets can also adversely impact the Company and its progress as a going concern.

Future equity capital raises or share exchange for debt may be accretive or dilutive to stockholders, and debt financing, if available, may involve restrictive covenants with respect to dividends, raising capital and other financial and operational matters which could further restrict operations or finances. If the Company is unable to obtain additional financing as strategically needed, it may be required to reduce the scope of operations for anticipated expansion, which could have a material adverse effect on business, results of operations and financial condition.

The Company began drilling activities at the end of the first fiscal quarter of 2007 in Young County, Texas and having struck oil with its first well, the Company expects to book limited revenues from oil production in the second quarter ending September 31, 2007. The Company subsequently renegotiated a joint venture financing arrangement providing for the drilling of 35 wells over and 18 month period and is now replotting the field for a new potential technological advantage for water flood and drilling activities.

The Company’s Appalachian project began activities in the second fiscal quarter ending September 31, 2007 and has subsequently drilled and completed two successful wells waiting connection to the pipeline on the property.  Additional drilling will commence in the last fiscal quarter beginning January of 2008.

In addition to paving the way for the following quarter of fiscal 2007, the Company also entered into agreements to acquire interests in other fields and ongoing operations that it anticipates to announce and close before fiscal year end.  The Company also owns lease acreage in the Dalo Duro Basin that is awaiting further engineering data for evaluation.

On October 26, 2007, the Company utilized the funds received from a La Jolla Capital Loan that was subsequently paid off in the subsequent quarter for loan to enhance production on properties that it has rights to interests in.  The amount of the loan proceeds were $250,000.
 
On October 29, 2007 Platina Energy Group, Inc. (the "Company") through its wholly owned subsidiary, Platina Exploration Corporation, entered into a Property Sale and Joint Venture Agreement (the "Rick Newell Agreement") with Buccaneer Energy Corporation ("Buccaneer"). The Rick Newell Agreement provides for a Joint Venture by the Company with Buccaneer for a one half (1/2) interest in the Rick Newell Salt Water Disposal Project located in Oklahoma that consists of one (1) producing oil well (Rick #1) currently producing approximately four (4) barrels of oil per day, one (1) salt water disposal well (the Newell #2) and a number of wells which are to be recompleted and dispose of the salt water on the lease in the Newell #2 well. Pursuant to the Rick Newell Agreement, the Company is to pay to Buccaneer a total consideration of $455,138. The Company anticipates selling a forty percent (40%) interest in the Rick #1 and Newell #2 wells and a fifteen percent (15%) interest in the remaining non-operating wells of the Rick Newell Salt Water Disposal Project to various third party investors and retaining a ten percent (10%) and thirty five percent (35%) interest, respectfully in such wells.
 
The Company subsequently raised capital through joint venture partners diluting its interest but removing cash requirements for development and well bore interests were assigned allowing Platina and small  overriding interest.
 
The Company entered into subsequent events through PEC acquiring interests in other assets, the Rick Newell Agreement and the Oklahoma Agreement which further provide that Buccaneer (a jv partner) and the Company will be equal partners in future operations with Buccaneer's wholly owned subsidiary, Buccaneer Energy L.L.C. being the operator of projects located in Oklahoma, Bowie Operating Company ("Bowie"), a newly formed Texas operator being the operator of all other projects except that pursuant to an oral agreement, Bowie will also be the Operator of the Newell #2 upon completion of bonding in Oklahoma, with all operations to be at cost, plus normal Model 610 Operating Agreement COPUS drilling, completion and operating overhead reimbursement fees.
 

Subsequent Events

In January 2008, the Company issued 100,000 shares of its common stock for one unit in the Rick Newell Agreement.  See Note 5.

In January 2008, the Company agreed to convert the $250,000 promissory note from Buccaneer Energy Corporation into 50% ownership in Bowie Energy, LLC. See Note 3.

On January 28, 2008, the Company issued 5,000,000 warrants to unrelated parties for services rendered. The warrants are exercisable immediately at a price of $0.25 per share.  The expiration dates of the warrants vary from January 18, 2013 to January 24, 2013.

On January 10, 2008, the Company formed Wildcat Energy Corp., a Nevada Corporation (“Wildcat”).  Wildcat Energy Corp., is a wholly owned subsidiary of Platina Energy Group, Inc. (collectively, the "Company") and entered into an Agreement of Sale and Purchase (the "Agreement") with Energas Resources, Inc. ("Energas"), TGC, Inc., a wholly-owned subsidiary of Energas, ("TGC") and AT Gas Gathering Systems, Inc., a wholly-owned subsidiary of Energas ("ATG")( Energas, TGC and ATG collectively, "Energas Resources") with the transactions set forth in the Agreement also closing on January 17, 2008 effective as of January 1, 2008. Pursuant to the Agreement, Energas Resources sold to the Company (i) all of the Energas Resources properties and interests, producing and non-producing, owned by Energas Resources as listed in the Agreement (ii) all right title and interest of Energas Resources in oil, gas and mineral leases, subleases, easements, farmout agreements, royalty agreements, overriding royalty agreements, and/or net profit interest agreements in 11 properties located in Laurel County, Kentucky and 10 properties in Whitley County, Kentucky as described in the Agreement, (iii) the interests of Energas Resources in certain property located in Laurel and Whitley Counties, Kentucky including but not limited to wells, approximately 9 miles of natural gas transmission line and gathering system facilities, compressor station and De-Hy Unit and other personal property as further described in the Agreement and (iv) all regulatory permits, licenses and authorizations relating to the purchased assets. The purchase price for the foregoing assets is $2,300,000 of which $100,000 was paid at the closing and $2,200,000 was paid by the Company executing a 7 1/2 % interest non recourse promissory note (the "Note") secured by the assets transferred to the Company. The Note further provides that the Company pay Energas Resources $100,000 on April 1, 2008, $100,000 on July 1, 2008 and commencing October 1, 2008, quarterly payments of interest only until January 1, 2010 when all outstanding principal and accrued but unpaid interest is due in full.

On January 17, 2008, Platina Energy Group, Inc. ("Platina") also entered into an Agreement for Sale and Purchase of Oil and Gas Properties (the "Wyoming Agreement") with Energas with the transactions set forth in the Wyoming Agreement also closing on January 17, 2008. Pursuant to the Wyoming Agreement, Platina purchased a 26% working interest in the Rusty Creek Prospect in Niobrara County, Wyoming, which includes the Finley #1 and Finley #2 producing wells and Finley #4, TA with existing production of approximately 11 barrels of oil per day, plus leases of oil and gas rights on 1,760.11 acres and various personal property for a purchase price ,all of which was paid at closing, of (i) $233,379 (ii) warrants to purchase 2,500,000 shares of Platina's common stock at $.25 per share which expire on January 17, 2010, (iii) $10,593 for its participation in the workover of the Finley #1 and (iv) $111,896 for its participation in the deepening of the Finley #2.

On January 8, 2008, the Company acquired a 44% working interest in the Golf #1 Well, and the assignment of the Jack Goff and Cumberland College leases which comprises approximately 838 acres for a total purchase price of $10,000.

On January 25, 2008, the Company paid a total of $179,658 in principal and interest to La Jolla for payment in full of the convertible debenture dated October 16, 2007.  No further obligation is due under this agreement. See Note 6, Agreement #3.

Management has worked aggressively in the second and third quarters to position the company for potential significant future growth through acquisitions and joint ventures, including an income strategy that can be offset by much of the tax loss carry forwards. The Company also anticipates strategic further debt reductions that will substantially enhance its net income after tax. Actual losses from operations have been relatively small in comparison to other competitors. With a minimal staff of full time employees and modest office overhead, the Company has positioned itself for optimal operational bottom lines as revenues grow.

Known Risks and Seasonality and Trends

The Company does not expect to be sensitive to seasonal fluctuation.  The Company is however, affected by fluctuations in crude oil and natural gas pricing, as well as the pricing of competitive technologies.  Risks include the potential for the development of displacement technologies which may be considered a better or more feasible solution for oil and gas recovery.  Risks associated with oil and gas recovery, drilling and exploration are many.  These would include: price fluctuations; drilling rig access because of demand; contractor problems; logistical complications; and more.

Liability for the Company's Services

Liability issues affecting the Company would be similar to those in the oil and gas service industry (see "Government Regulations and Legal uncertainties") as well as those that might result in expanded distribution of its access to recovery technology which may also have set backs or complications currently unknown.
 
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as the end of the period covered by this report. There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


PART II - OTHER INFORMATION


None.




In October 2007, the Company issued 500,000 shares of its common stock for five units in the Rick Newell Agreement.  See Note 4.

In November 2007, the Company issued 8,000,000 shares of its common stock in exchange for the cancellation of $24,000 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $2,088,000 on the conversion. These shares cannot be sold in the U.S. market for five years.

In November 2007, the Company issued 300,000 shares of its common stock for three units in the Rick Newell Agreement.  See Note 4.

In November 2007, the Company issued 100,000 shares of its common stock in payment of a loan fee.  The loan fee was valued at $22,000, which was based on the market value of the shares on the date of issuance.

In December 2007, the Company issued 1,500,000 shares of its common stock in exchange for the consulting services.  The services were valued at $247,500, which was based on the market value of the shares on the date of issuance.

In December 2007, the Company issued 6,000,000 shares of its common stock in exchange for the cancellation of $3,000 of indebtedness due on certain convertible debentures.  The Company recognized a loss of $897,000 on the conversion. These shares cannot be sold in the U.S. market for five years.

In December 2007, the Company issued 150,000 shares of its common stock for one and one-half units in the Rick Newell Agreement.  See Note 4.

In December 2007, the Company issued 343,750 shares of its common stock in payment of $55,000 of salary owed to one executive.
 
All of the issuances of the common stock described above are claimed to be exempt pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the "Act").  No advertising or general solicitation was employed in offering these securities.  The offerings and sales were made only to accredited investors, and subsequent transfers were restricted in accordance with the requirements of the Act.

 
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None.


None.


None.





Exhibit Number
 
Description
     
31.1
 
Rule 13a-14(a) Certification.
     
31.2
 
Section 1350 Certification.
     

 
In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
             
             
  May 15, 2008  
PLATINA ENERGY GROUP, INC.
   
             
   
By
 
/s/ BLAIR J. MERRIAM
   
       
Blair J. Merriam
   
       
Principal Executive Officer and Principal Financial Officer
   


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