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 Amendment No. 2 to Schedule 13D are calculated based upon 22,606,476 shares of common stock issued and outstanding as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2010, which was filed with the Commission on November 15, 2010.

This Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by Tim G. Culp on July 3, 2008, as amended by Amendment No. 1 to Schedule 13D filed by Tim G. Culp on July 21, 2008 (the “Schedule 13D”), is being filed by Tim G. Culp to update the information reported in Items 1, 2(b) and 2(c) and to amend and supplement Items 4, 5 and 6 of the Schedule 13D. Specifically, this Amendment No. 2 amends and supplements Items 4, 5 and 6 so as to include information regarding the dismissal of the Tarrant County Case and the Western District Case (such terms have the meaning ascribed to them in Item 6 below), and to include information regarding Tim G. Culp’s transfer of 314,395 shares of the common stock of Platinum Energy Resources, Inc., a Delaware corporation (“Platinum” or the “Issuer”) pursuant to the terms of 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 Energy Holdings, Inc., Tandem Energy Corporation, Tim G. Culp and certain other persons and entities whose identities cannot be disclosed due to confidentiality obligations (the “Settlement Agreement”).

Item 1. Security and Issuer.

The name of the Issuer is Platinum Energy Resources, Inc. Platinum’s principal executive offices are located at 11490 Westheimer Road, Suite 1000, Houston, Texas 77077.

Item 2. Identity and Background.

(a)

This Amendment No. 2 to the 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, is the President of Desert Production, Inc., a Texas corporation and was President, CEO and Chairman of the Board of Tandem Energy Holdings, Inc. a Nevada corporation (“Tandem”), 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.

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.

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, delivered 314,395 of the 2,115,976 shares of Platinum’s common stock distributed to the Reporting Person.

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 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 Persons’ 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, 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) any other material changes in Platinum’s charter or bylaws or other actions which may impede the acquisition of the control of Platinum by any persons; (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.

(a)

1,801,581 shares of Platinum’s common stock, representing 7.97% 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)

No trades were made by the Reporting Person of Platinum’s shares of common stock within the past 60 days.

(d)

Inapplicable.

(e)

Inapplicable.

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

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 has 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, 314,395 of the 2,115,976 shares of Platinum’s common stock distributed to the Reporting Person.

Item 7. Material to Be Filed as Exhibits.

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 Energy Holdings, Inc., Tandem Energy Corporation, the Reporting Person and certain other persons and entities whose identities cannot be disclosed due to confidentiality obligations.^*

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.

04/04/2011   Date
/s/ Tim G. Culp   Signature
Tim G. Culp   Name/Title

EXHIBIT INDEX

Exhibit No.		Description
7.11, 2		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 Energy Holdings, Inc., Tandem Energy Corporation, the Reporting Person and certain other persons and entities whose identities cannot be disclosed due to confidentiality obligations.

Exhibit 7.1

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the “Agreement”) is signed on the date designated and is effective on January 10, 2011, among Plaintiff Arthur W. Tifford, P.A., and Arthur W. Tifford, personally, (hereinafter collectively referred to as “Tifford”); Defendants Tandem Energy Holdings, Inc. (“TEHI”) and Tandem Energy Corporation; and [***] Tim G. Culp, [***] (hereinafter collectively referred to as “Tandem”) [***]

I.
Recitals

1. Tifford filed a case styled, Arthur W. Tifford, P.A. vs. Tandem Energy Corporation, et al., Case No. MO-07-CV-049, U. S. District Court, Western District of Texas, Midland-Odessa Division. [***]

2. By entering into this Agreement, all parties intend to resolve and release all claims asserted, or which could have been asserted in the Lawsuits, and to fully compromise and settle any and all disputes, known or unknown, against each of them which arise from the transactions which form the basis of the Lawsuit and all other dealings and relationships between each other and the “Related Parties” identified herein.

SETTLEMENT AGREEMENT AND RELEASE

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

II.
Agreement

NOW THEREFORE, in consideration of the mutual promises and agreements set forth below and the recitals set forth above, the parties agree as follows:

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2.

Tandem shall endorse, assign and deliver 733,000 shares of Platinum Energy Resources, Inc. (“PGRI”) common stock as follows:

i)

461,790 shares to Arthur W. Tifford, P.A.;

ii)

271,210 shares to Shafer, Davis, O’Leary & Stoker.

[***] Tifford shall dismiss with prejudice all claims in the Lawsuit. Tifford also shall execute, for itself and as attorney in fact for [***] a release of all claims asserted on its behalf in the Lawsuit [***]

	9.		The escrow agreement dated July 29, 2008 shall be terminated and the Escrow Agent is instructed to release and deliver the trust shares as set forth above.
	10.		Tifford and Tandem hereby execute the mutual Releases set forth in this agreement.

SETTLEMENT AGREEMENT AND RELEASE

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

III.
Release

1. For and in consideration of the agreements listed above among and between Tifford [***] and Tandem, including payments by either party and performance by either party, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Tifford, [***] their agents, employees, attorneys, and all other representatives, hereby release, acquit and forever discharge [***] Tim G. Culp, [***] and all related corporations, legal entities, and individuals, their officers, directors, agents, servants, employees and attorneys, from any and all claims, actions, demands, rights, damages, costs, complaints, allegations, or causes of action of any kind whatsoever, at common law, by statute, case law, or otherwise which it now has or might have, known or unknown, now existing, directly or indirectly attributable to or arising out of any transactions, dealings, or occurrences between Tifford [***] and Tandem which are the subject of the Lawsuit, or which could have been the subject of the Lawsuits or could have been asserted in a lawsuit; it being the intention of Tifford [***] to release all claims of any kind which any of them may have against those persons and entities hereby released, whether direct claims, indirect claims, or any other claims, whether known or unknown.

SETTLEMENT AGREEMENT AND RELEASE

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

2. For and in consideration for such release and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Tandem, its agents, employees, attorneys, and all other representatives, hereby release, acquit and forever discharge Tifford [***] and all related corporations, legal entities, and individuals, their officers, directors, agents, servants, employees and attorneys, from any and all claims, actions, demands, rights, damages, costs, complaints, allegations, or causes of action of any kind whatsoever, at common law, by statute or otherwise which it now has or might have, known or unknown, now existing, directly or indirectly attributable to or arising out of any transactions, dealings, or occurrences between Tifford [***] and Tandem which are the subject of the Lawsuits, or which could have been the subject of the Lawsuits; it being the intention of Tandem to release all claims of any kind which they may have against those persons and entities hereby released, whether direct claims, indirect claims, or any other claims, whether known or unknown.

IV.
Indemnity

1. By execution of this Agreement, Tifford [***] and Tandem covenant and warrant each to the other that no claim, right or cause of action released in Section III or which in any way relates to the subject matter of the Releases has previously been conveyed, assigned or in any manner transferred, in whole or in part, to any third party. [***] Tandem expressly represent, covenant and warrant each to the other that it has full authority to release the claims set forth above. Tifford [***] or Tandem, respectively, shall indemnify and hold any party damaged harmless from any third parties claiming to have a right to the released claims arising from Tifford [***] or Tandem’s breach of this paragraph.

SETTLEMENT AGREEMENT AND RELEASE

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

V.
Confidentiality

1. The parties agree to hold the contents of this Agreement, as well as the facts, allegations, and information learned as a result of the Lawsuit (the “Confidential Information”), in strict confidence and not to reveal such information, including the amount of the payments, to anyone other than their attorneys, accountants, or other tax preparers as may be necessary to comply with the law, and to those as may be required by the law to comply with any proper subpoena or other compulsion of law [***] Tifford, [***] Tim G. Culp, [***] may reveal the terms of this Agreement to any of these excepted individuals or entities; however, except as to Tifford’s reporting requirements imposed by the Order, each is also required, prior to such revelation, to advise that individual of the confidentiality of this Agreement and the requirement that such confidential information not be shared with any other person or entity.

VI.
General Provisions

1. It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitations and that the agreements herein contained and the consideration transferred are to compromise doubtful and disputed claims, avoid litigation, and buy peace and that no payments made or releases or other consideration given shall be construed as an admission of liability, all liability being expressly denied by the parties to this Agreement.

SETTLEMENT AGREEMENT AND RELEASE

[***] Confidential Information Intentionally Omitted, and filed separately with the Commission under a request for confidential treatment.

2. It is further understood and agreed that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

3. It is further understood and agreed that this Agreement contains the entire agreement between Tifford [***] Tim G. Culp [***] and supersedes any and all prior agreements, arrangements, or understandings between them relating to the subject matter of this Agreement. No oral understandings statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated except in writing signed by all parties hereto.

4. It is further understood and agreed that this Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas.

5. Should any court, by judgment or decree, determine that this Agreement does not fully and finally discharge all claims or causes of action which Tifford [***] might have had against Tandem [***] Tim G. Culp [***] or all claims or causes of action which Tandem, [***] Tim G. Culp [***] might have had against Tifford [***] and each party agrees to reform the Agreement to release any such claims not hereby released.

6. This Agreement may be signed in multiple counterparts. A set of counterparts copies which collectively contain the signature and acknowledgment of all parties shall constitute an original.

SETTLEMENT AGREEMENT AND RELEASE

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SETTLEMENT AGREEMENT AND RELEASE

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SETTLEMENT AGREEMENT AND RELEASE

THE STATE OF FLORIDA		§
COUNTY OF MIAMI-DADE		§

BEFORE ME, the undersigned authority, on this day personally appeared Arthur W. Tifford, President of ARTHUR W. TIFFORD, P.A., known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the _____ day of                     , 2011.

THE STATE OF FLORIDA			§
COUNTY OF MIAMI-DADE			§

BEFORE ME, the undersigned authority, on this day personally appeared ARTHUR W. TIFFORD, Individually, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the _____ day of                     , 2011.

SETTLEMENT AGREEMENT AND RELEASE

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SETTLEMENT AGREEMENT AND RELEASE

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THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared TIM G. CULP, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 24th day of February, 2011.

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