-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4jk462MhcMM42Pp5tP9xiSTzicvTTuct6wRoaXuuFNMaleHAUa4MTNL7ocAUcQO lT+j7Q1nYijW0md2STOLsg== 0000922423-06-000411.txt : 20060324 0000922423-06-000411.hdr.sgml : 20060324 20060324172127 ACCESSION NUMBER: 0000922423-06-000411 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001329605 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 141928384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81107 FILM NUMBER: 06710121 BUSINESS ADDRESS: STREET 1: 3 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 845-323-0434 MAIL ADDRESS: STREET 1: 3 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Azimuth Opportunity, Ltd. CENTRAL INDEX KEY: 0001356778 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NEMOURS CHAMBERS #3170 CITY: ROAD TOWN,TORTOLA STATE: D8 ZIP: #3170 BUSINESS PHONE: 284-494-6046 MAIL ADDRESS: STREET 1: JAMES FRETT BUILDING #761 STREET 2: WICKHAMS CAY 1 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: #761 SC 13G 1 kl03060.htm SCHEDULE 13G Schedule 13G


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934*


Platinum Energy Resources, Inc.
(Name of Issuer)

Units, each consisting of one share of Common Stock, 0.0001 par value per share, and one Common Stock Purchase Warrant

Common Stock, 0.0001 par value per share
(Title of Class of Securities)

727659203 (Units)
727659203 (Common Stock)
(CUSIP Number)


March 8, 2006    
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 
 


CUSIP NO. 727659203                                                                                                                  60;   Page 2 of 6 
 

 
1
 
NAME OF REPORTING PERSON  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Azimuth Opportunity, Ltd.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) r
(b) r
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
1,020,000
 
6
 
SHARED VOTING POWER
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
1,020,000
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,020,000
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
r
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%
 
12
 
TYPE OF REPORTING PERSON*
 
OO (An international business company organized under the laws of the British Virgin Islands)
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 


CUSIP NO. 727659203                                                                                                                                                                                                                                     Page 3 of 6 
 
 
Item 1.

(a) Name of Issuer:

Platinum Energy Resources, Inc. (the “Company”)

(b) Address of Issuer's Principal Executive Offices:

3 Paragon Drive
Montvale, New Jersey 07645

Item 2.

(a) Name of Person Filing:

Azimuth Opportunity, Ltd.

(b) Address of Principal Business Office or, if none, Residence:

Azimuth Opportunity, Ltd.
c/o WSmiths Finance
Nemours Chambers
P.O. Box 3170
Road Town, Tortola
British Virgin Islands

(c) Citizenship:
 
British Virgin Islands

(d) Title of Class of Securities:
 
Units (“Units”), each consisting of one share of Common Stock, 0.0001 par value per share, and one Common Stock Purchase Warrant (“Warrant”).

Common Stock, 0.0001 par value per share (“Common Stock”).

(e) CUSIP Number:

727659203 (Units)

727659104 (Common Stock)
 


 
CUSIP NO. 727659203                                                                                                                                                                                                                       60;                              Page 4 of 6 
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check  
whether the person filing is a:

Not applicable.

Item 4. Ownership.

The following is information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

As of the date of this filing, the Reporting Person beneficially owns 598,500 Units and an additional 421,500 shares of Common Stock.

  Each Unit consists of:

  - one share of Common Stock; and

  - one Warrant.

  Each Warrant entitles the holder to purchase one share of Common Stock at a price of $6.00. Each Warrant will become exercisable on the later of the Company's completion of a business combination or October 24, 2006, and will expire on October 23, 2009, or earlier upon redemption.

(b) Percent of class:

5.7% of the Company's Common Stock, which percentage was calculated based on a figure of 18,000,000 shares of Common Stock outstanding as of October 28, 2005, as reported in the Company's Current Report on Form 8-K, dated as of October 31, 2005.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 1,020,000

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,020,000

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class
 
Not applicable.


Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.
 
 


CUSIP NO. 727659203                                                                                                                                                                                                                                 Page 5 of 6 
 
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.  Identification and Classification of Members of the Group

Not applicable.

Item 9.  Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Certification pursuant to §240.13d-1(c):
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 




CUSIP NO. 727659203                                                                                                                                                                                                                                   Page 6 of 6 
 
 
 
 

 
SIGNATURE

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

Dated: March 24, 2006
 

AZIMUTH OPPORTUNITY, LTD.


By: /s/ Deidre M. McCoy                  
Name: Deidre M. McCoy
Title:   Corporate Secretary
 
 
 
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