Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		727659104

⁽¹⁾ The percentages used herein and in the rest of this Schedule 13D are calculated based upon 22,606,476 shares of the common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation issued and outstanding as of April 13, 2011 as reported in such corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Commission on April 15, 2011.

This Amendment No. 4 is filed by Tim G. Culp (the “Reporting Person”), and amends and restates the statement on Schedule 13D (the “Schedule 13D”) originally filed by the Reporting Person on July 3, 2008, and amended by Amendment No. 1 on July 21, 2008, Amendment No. 2 on April 4, 2011 and Amendment No. 3 on April 22, 2011, each filed by the Reporting Person, with respect to the common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and restated hereby.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated in its entirety as follows:

The title of the class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share, of the Issuer. The name of the Issuer is Platinum Energy Resources, Inc., a Delaware corporation (“Platinum” or the “Issuer”). Platinum’s principal executive offices are located at 11490 Westheimer Road, Suite 1000, Houston, Texas 77077.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)		This Schedule 13D is being filed by Tim G. Culp, an individual (the “Reporting Person”).
(b)		The Reporting Person’s business address is 200 N. Loraine, Suite 330, Midland, Texas 79701.
(c)		The Reporting Person is the Chairman of the Board of Platinum, an oil and gas exploration and production company, whose address is 11490 Westheimer Road, Suite 1000, Houston, Texas 77077; is the President of Desert Production, Inc., a Texas corporation, an independent oil and gas exploration and production company, whose address is P.O. Box 351, Midland, Texas 79702; and was President, CEO and Chairman of the Board of Tandem Energy Holdings, Inc. a Nevada corporation (“Tandem”), an independent oil and gas exploration and production company, prior to its dissolution on June 24, 2008.
(d)		During the last five (5) years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)		During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which has resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

On October 26, 2007, Platinum consummated the acquisition of substantially all of the assets of Tandem Energy Corporation, a Colorado corporation (“TEC”), then a wholly-owned subsidiary of Tandem. As part of the consideration for the purchase of the assets, Platinum issued 7,692,308 shares of its common stock to TEC. On March 11, 2008, TEC was dissolved by merger into Tandem. Tandem, the surviving corporation in the merger, acquired the assets of TEC which consisted of 7,692,308 shares of Platinum’s common stock. On June 24, 2008, Tandem dissolved under the laws of the State of Nevada. As part of Tandem’s dissolution, the 7,692,308 shares of Platinum’s common stock held by Tandem were distributed to its shareholders in a liquidating distribution, which included 2,115,976 shares of Platinum’s common stock that were distributed to the Reporting Person.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

In June 2008 the Reporting Person acquired 2,115,976 shares of Platinum’s common stock following Tandem’s dissolution and liquidating distribution. On March 21, 2011, the Reporting Person, pursuant to the Settlement Agreement (as hereinafter defined), delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker a total of 314,395 of the 2,115,976 shares of Platinum’s common stock which were distributed to the Reporting Person in connection with Tandem’s liquidating distribution. As used herein the term “Settlement Agreement” means that certain Settlement Agreement and Release, executed and delivered March 17, 2011 but effective as of January 10, 2011, among Arthur W. Tifford, P.A., Arthur W. Tifford, personally, Tandem, TEC, Todd M. Yocham, the Reporting Person, Jack Chambers, Michael Cunningham, Lyle Mortensen and Aritex Consultants, Inc.

The Reporting Person and Pacific International Group Holdings LLC (“Pacific”) have entered into a letter agreement dated April 21, 2011 (the “Letter Agreement”) whereby Pacific agreed to use its commercially reasonable efforts to cause one of the following events (each, a “Going-Private Transaction”) to occur within eighty (80) days following the date of the Letter Agreement (the “Going-Private Expiration Date”): (i) a long-form merger of an affiliate of Pacific with and into Platinum pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), which merger will result in the payment of consideration per share of Platinum’s common stock to each shareholder thereof other than Pacific in an amount of not less than $1.50 (the “Minimum

Consideration”) (a “Long-Form Merger”); or (ii) the acquisition by Pacific of a number of shares of the common stock of Platinum equal to not less than 90% of the then issued and outstanding shares of Platinum’s common stock, followed by a short-form merger of Pacific or an affiliate thereof with and into Platinum pursuant to Section 253 of the DGCL, which merger will result in the payment of consideration per share of the common stock of Platinum to each shareholder thereof other than Pacific in an amount not less than the Minimum Consideration. If the Going-Private Transaction has not, despite Pacific having exercised its commercially reasonable efforts, occurred by the Going-Private Expiration Date, then the Going-Private Expiration Date may, at Pacific’s option in its sole discretion, be extended by ten (10) days. Under the Letter Agreement, the Reporting Person has agreed to take, prior to the Going Private Expiration Date, the following actions: (i) in the event the board of directors of Platinum approves a Long-Form Merger and submits such Long-Form Merger to the shareholders of Platinum for approval, voting all of the shares of Platinum’s common stock held by the Reporting Person in favor of such Long-Form Merger, (ii) tendering all of the shares of Platinum’s common stock held by the Reporting Person into any tender offer made by Pacific involving a purchase price per share of Platinum’s common stock of not less than the Minimum Consideration and having as a mandatory, non-waivable minimum acceptance condition that the number of shares of Platinum’s common stock tendered to Pacific in such tender offer would result in Pacific holding not less than 90% of the issued and outstanding shares of the common stock of Platinum, and (iii) if it can be established that a sufficient number of shareholders of Platinum’s common stock are prepared to sell their shares of the common stock of Platinum to Pacific which would result in Pacific, immediately following the consummation of the sale of such shares of common stock to Pacific, holding not less than 90% of the issued and outstanding shares of the common stock of Platinum, selling all the shares of the common stock of Platinum held by the Reporting Person to Pacific for a purchase price per share of such common stock not less than the Minimum Consideration in a single private transaction occurring simultaneously with such other acquisitions of the shares of the common stock of Platinum by Pacific as would result in Pacific holding not less than 90% of the issued and outstanding shares of the common stock of Platinum.

The terms of the Letter Agreement also provide that in the event that, despite the exercise of Pacific’s commercially reasonable efforts, a Going-Private Transaction has not occurred by the Going-Private Expiration Date, effective upon (but not prior to) the Going-Private Expiration Date, (i) the Reporting Person will grant to Pacific an option, exercisable in Pacific’s sole discretion at any time by written notice delivered to the Reporting Person prior to that date which is thirty (30) days following the Going-Private Expiration Date (the “Option Expiration Date”), to acquire all of the shares of the common stock of Platinum held by the Reporting Person for a purchase price per share of the common stock of Platinum held by the Reporting Person not less than the Minimum Consideration, and (ii) Pacific will grant to the Reporting Person an option, exercisable in the Reporting Person’s sole discretion at any time by written notice delivered to Pacific prior to the Option Expiration Date, to sell all of the shares of Platinum’s common stock held by the Reporting Person to Pacific for a purchase price per share of the common stock of Platinum held by the Reporting Person not less than the Minimum Consideration. The terms of the Letter Agreement prohibit, until the Option Expiration Date, the Reporting Person from selling, transferring, assigning, pledging or otherwise disposing of or encumbering in any way any of the shares of the common stock of Platinum held by the Reporting Person other than in accordance with the explicit provisions of the Letter Agreement.

In pursuing his businesses, the Reporting Person analyzes the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. From time to time, the Reporting Person may hold discussions with third parties or with the management of such companies, including the Issuer, in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D as further described below, including, without limitation, such matters as disposing of or selling all or a portion of the Issuer or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy. In addition, as the Chairman of the Board of Directors of the Issuer, the Reporting Person may seek to influence the Issuer regarding courses of action that the Reporting Person may suggest are in the Issuer’s best interest and which, in the Reporting Person’s opinion, would enhance shareholder value. In addition, the Reporting Person may, from time to time, as Chairman of the Issuer’s Board of Directors, contact the Issuer to express his views regarding the Issuer’s business and operations.

At this time, but subject to the terms of the Letter Agreement, the Reporting Person plans to pursue opportunities as they arise to acquire or dispose of additional shares of common stock of the Issuer in the open market, in private transactions or otherwise at prices he deems appropriate. Other than as reported herein, the Reporting Person does not have any present plans or specific proposals which relate to or would result in any of the following (although the Reporting Person reserves the right to develop such plans or proposals): (a) the acquisition by any person of additional securities of Platinum, or the disposition of securities of Platinum; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Platinum, or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Platinum or any of its subsidiaries; (d) any change in the present board of directors or management of Platinum, including any plans or proposals to change the number or term of directors or to fill any vacancies existing on the board; (e) any material change in the present capitalization or dividend policy of Platinum; (f) any other material change in Platinum’s business or corporate structure; (g) changes in Platinum’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of the control of Platinum by any person; (h) causing a class of securities of Platinum to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Platinum becoming eligible for termination of registration pursuant to Section 12(g)(4)of the Exchange Act; or (j) any actions similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)		1,801,581 shares of Platinum’s common stock, representing 7.9% of the shares of Platinum’s common stock outstanding.
(b)		The Reporting Person has sole dispositive and voting power with respect to the reported securities.
(c)		In connection with the settlement of those claims concerning, directly or indirectly, the Reporting Person, in the Tarrant County Case (as defined in Item 6 below) and the Western District Case (as defined in Item 6 below) and pursuant to the terms of the Settlement Agreement, on March 21, 2011 the Reporting Person delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker, a total of 314,395 of the 2,115,976 shares of Platinum’s common stock distributed to the Reporting Person in connection with the liquidating distribution of Tandem.
(d)		Inapplicable.
(e)		Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety as follows:

In early March, 2005, Tandem, whose board was comprised of one director, Lyle Mortensen, issued 20,000,000 restricted shares of its common stock to Mr. Mortensen. Some of these shares were subsequently transferred by Mr. Mortensen to others including principals of TEC and Shamrock Energy Corporation, a Texas corporation, the Reporting Person, Dyke Culp and Jack Chambers, in late March, 2005. Mr. Mortensen resigned as a director and officer of Tandem in late March, 2005. Tandem’s board subsequently cancelled all of the 20,000,000 shares on the grounds that the stock was issued without lawful consideration. All of the cancelled shares were returned to Tandem, except for 2,878,000 shares held by Mr. Mortensen. Tandem believes that all of the shares held by Mr. Mortensen are null and void and instructed its transfer agent to place a hold on the stock certificates held by Mr. Mortensen. On May 17, 2006, Tandem received notification from Arthur W. Tifford claiming to be a “holder in due course” of a certificate representing 2,700,000 shares of Tandem common stock previously held by Mr. Mortensen and a demand that such shares be reissued.

On May 23, 2006, Tandem filed a lawsuit in Nevada District Court, Cause No. CV06-01215, Washoe County, Nevada, styled Tandem Energy Holdings, Inc., v. Aritex Consultants, Inc., Arthur W. Tifford, P.A., Arthur W. Tifford, Ronald G. Williams, Lyle J. Mortensen, and Manhattan Transfer Co., against Tandem’s transfer agent, Arthur W. Tifford, P.A., Arthur W. Tifford, individually, and three other defendants and the court rendered a judgment that the certificate evidencing the 2,700,000 shares was invalid and void and directed Tandem’s transfer agent to void the certificate evidencing the 2,700,000 shares if presented for transfer, and enjoined the transfer agent from transferring the certificate if so presented.

Arthur W. Tifford, P.A., filed a competing lawsuit against Tandem and Platinum in the Florida Circuit Court, Cause No. 06-11547CA06, Miami-Dade County, Florida, styled Arthur W. Tifford, P.A., v. Tandem Energy Holdings, Inc. and Platinum Energy Holdings, Inc., on or about June 14, 2006, seeking a declaration by the court that Tandem’s cancellation of the 2,700,000 shares was improper and that Arthur W. Tifford, P.A., was the rightful owner of such shares, and an injunction prohibiting Tandem and Platinum from taking any action in detriment to its alleged rights in and to the shares. Tandem successfully challenged the jurisdiction of the Florida Court and obtained an order dismissing the complaint filed by Arthur W. Tifford, P.A.

In a separate lawsuit filed by Tandem on September 25, 2006, in the 67th Judicial District Court of Tarrant County, Texas, Case No., 067-220329-06, styled Tandem Energy Holdings, Inc. v. Aritex Consultants, Inc. and Lyle J. Mortensen (the “Tarrant County Case”), against its former director Lyle J. Mortensen and Mr. Mortensen’s corporate affiliate, Aritex Consultants Inc., Tandem sought a declaration by the court that the certificates representing the 2,878,000 shares issued to Mr. Mortensen and subsequently transferred to Aritex Consultants, Inc., are void, that the certificates were properly cancelled by Tandem and that the transfer agent is authorized to cancel and destroy the certificates. In addition, Tandem sought a temporary and permanent injunction against Mr. Mortensen, Aritex Consultants Inc. and any other person in possession of the certificates prohibiting any transfer or other disposition of the certificates and ordering that they be cancelled. The Tarrant County Case was abated pursuant to the Court’s Order Abating Case and Closing File Only signed by the Hon. Donald J. Cosby on January 14, 2009.

On June 12, 2007, Arthur W. Tifford, P.A. filed a lawsuit in the United States District Court for the Western District of Texas, Midland-Odessa Division, in Cause No. MO-07-CV-049, styled Arthur W. Tifford, P.A. v. Tandem Energy Corp., Tandem Energy Holdings, Inc., Manhattan Transfer Registrar Co., Todd M. Yocham, Tim G. Culp, Jack Chambers and Michael Cunningham (the “Western District Case”), against Tandem, TEC, the Reporting Person, Todd M. Yocham, Jack Chambers, Michael Cunningham and Tandem’s transfer agent alleging conversion and conspiracy to convert with respect to the certificate representing the 2,700,000 shares. The Western District Case was dismissed pursuant to an Agreed Order of Dismissal With Prejudice, signed by the Hon. Robert A. Junell on March 22, 2011.

In connection with the settlement of those claims concerning, directly or indirectly, the Reporting Person, in the Tarrant County Case and the Western District Case and pursuant to the terms of the Settlement Agreement, the Reporting Person delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker, a total of 314,395 of the 2,115,976 shares of Platinum’s common stock which were distributed to the Reporting Person in connection with Tandem’s liquidating distribution.

As described in Item 4 above the Reporting Person has entered into the Letter Agreement with Pacific and may become obligated to vote, sell, assign, transfer or otherwise dispose of all of the common stock of Platinum held by the Reporting Person pursuant to the terms of the Letter Agreement.

Item 7. Material to Be Filed as Exhibits.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit No.		Description
7.1*		Settlement Agreement and Release, executed and delivered March 17, 2011 but effective as of January 10, 2011, among Arthur W. Tifford, P.A., Arthur W. Tifford, personally, Tandem, TEC, Todd M. Yocham, the Reporting Person, Jack Chambers, Michael Cunningham, Lyle Mortensen and Aritex Consultants, Inc.
7.2*		Letter Agreement dated April 21, 2011between Pacific International Group Holdings LLC and the Reporting Person.