SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								July 13, 2005

Mark Nordlicht, Chairman of the Board
Platinum Energy Resources, Inc.
152 West 57th Street, 54th Floor
New York, New York 10019

      Re:	Platinum Energy Resources, Inc.
		Registration Statement on Form S-1
		Filed June 10, 2005
      File No. 333-125687

Dear Mr. Nordlicht:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

2. Provide disclosure with respect to the redemption rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
redemption right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their redemption rights due to the fact
that
the amount available to such stockholders (approximately $7.32 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($8.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.01 per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the redemption price of approximately $ 7.32 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

3. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid or eligible to be paid to the existing stockholders and/or
officers and directors in this offering.  Such cash flows should
be
identified by type or source of cash flow, as well as the amount,
if
known.  We may have further comment.

4. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.

5. Prior to effectiveness please include an update with respect to
those states in which the offering will be conducted.

6. Discuss in an appropriate place the company`s expectation as to
whether the current management will remain associated with the
company after the consummation of the business combination.
Detail
how the company intends to accomplish this, referencing the
necessary
transaction structure, valuation determinations, exchange ratios,
and
other contingencies which must be addressed and structured so as
to
ensure that the company`s management will be able to maintain its
position with the company post-business combination.

Prospectus Cover Page

7. Limit the outside front cover page to one EDGAR page and only
include the information required pursuant to Item 501 of
Regulation
S-K.

Prospectus Summary, page 1

8. Please disclose whether the company will only consider entering
into a business combination with U.S. companies.

9. In the summary section and the business section, we note that
you
make several assertions regarding market conditions.  Please
provide
us with reasonable support for the assertions and summarize the
support in the prospectus.  If a third party is the source of the
information, please name the third party and the publication where
the information can be found.  We note the following:
* "Attractive valuations. We believe there are a number of
potential
target businesses in a variety of sectors of the oil and gas E&P
industry currently available at valuations that are not reflective
of
their full productive potential . . ."
* "Lagging investment.  Investment by the oil and gas E&P industry
in
developing additional productive capacity has lagged growth in
global
demand for energy . . ."
* "Strong economic growth.  We believe that world demand for
energy
has increased in recent years as result of accelerated economic
growth . . ."
If you cannot provide us with adequate support for the assertions,
you should delete them.

10. At the bottom of page three, we note the disclosure that
"[t]here
will be no fees, reimbursements or cash payments to our existing
stockholders and/or officers and directors other than: . . .
Reimbursement for any expenses incident to the offering and
finding a
suitable business combination."  In the "Use of Proceeds" section,
please specifically describe these reimbursements and whether or
not
payments will come solely from funds not held in trust.

11. Clarify that the "Current Report on Form 8-K. . ." will be
filed
with the Securities & Exchange Commission and whether it will be
distributed to unit holders.

12. We note your statement here and throughout the prospectus that
you will not proceed with a business combination if shareholders
owning 20% or more of the shares sold in this offering vote
against
the business combination and exercise their conversion rights.
Please revise to clarify that this is a two step process (first,
they
would have to vote against the combination, and second, they have
to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.

13. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Casimir Capital L.P. as a result of the exercise of the
Underwriters` option.  Alternatively, if such warrants are not
included, discuss the reasons why such warrants are not included.
In
addition, discuss whether Casimir Capital has the right to consent
before the company can exercise its redemption right and if so,
discuss the conflicts of interest that result from such right.

Risk Factors, page 7

14. The fourteenth risk factor appears to duplicate the fourth and
the 32nd appears to duplicate the 30th.  Please consolidate or
delete
them.

15. The sixteenth, 22nd, 27th and 31st risk factors do not, in our
view, appear to represent material risks and should be deleted.

16. The nature of the risk in the 26th is not clear.

Risks related to the oil and gas E&P industry, page 14

17. If applicable, please include risk factors discussing possible
risks of acquiring a foreign company.  These risks may include
exchange controls that affect the import or export of capital or
remittance of dividends and withholding tax issues.

Use of Proceeds, page 17

18. We note that the company states that "[t]he proceeds held in
the
trust fund may be used as consideration to pay the sellers of a
target business  . . . Any amounts not paid as consideration to
the
sellers of the target business may be used to finance operations
of
the target business."  Please discuss all possible uses of the
proceeds held in trust if such funds are released to the company.
Please include any finder`s fees and expenses that are in addition
to
those expenses to be paid from the net proceeds not held in trust.
Please reconcile this disclosure with the disclosure in the second
to
last paragraph on page 21 in the MD&A section.

19. We note that you have allocated $100,000 towards due diligence
of
prospective target companies.  Considering current management will
not devote a set amount of time to your endeavors, please revise
to
discuss how due diligence will be performed and who will perform
it.

20. On page 18, we note the statement that "[n]o compensation of
any
kind . . . will be paid to any of our existing stockholders."
Please
reconcile this statement with the disclosure that "existing
stockholders will receive reimbursement for . . . performing due
diligence."  Also, please explain whether the $100,000 allocated
to
due diligence in the table would be used to pay existing
stockholders
for their performance of due diligence.  Please clarify which line
items in the use of proceeds table that the reimbursements will be
paid from.

Capitalization, page 20

21. Please revise your table to include the note payable to
stockholder ($175,000).

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21

22. We note the statement "[w]e will use substantially all of the
net
proceeds of this offering to acquire a target business, including
identifying and evaluating prospective acquisition candidates,
selecting one or more operating businesses, and structuring,
negotiating and consummating the business combination."  Please
discuss whether or not these expenses will be paid from the
proceeds
held in trust.  Please explain these expenses in more detail.  It
may
be helpful to explain in greater detail the expected use of the
proceeds held in trust.

Proposed Business, page 22

Introduction - Oil and Gas E&P Industry, page 22

23. Please explain the statement "[w]e believe that there is a
significant gap in price between the value or reserves implied in
E&P
companies and the forward price of energy commodities in financial
markets."

Effecting a Business Combination, page 22

24. In the paragraph "Sources of target businesses," we note the
disclosure that unaffiliated sources will inform you of potential
target businesses and that such information will be either
"solicited
or unsolicited."  Please revise to discuss how you will solicit
proposals and how unsolicited parties would become aware of your
search.  Also, please revise to clarify if any unaffiliated
parties
providing proposals will receive a fee and how that fee would be
determined.

25. Under the heading "Selection of target businesses and
structuring
of a business combination," please clarify if management will
retain
professionals to perform the services, such as due diligence.

26. Please expand the disclosure to state that none of the
existing
directors, officers, or stockholders will receive payments out of
the
funds raised in this offering (or the funds held in trust) other
than
out of pocket expenses or performance for due diligence.

27. It may be helpful to include a risk factor that the company
will
not be required to obtain an opinion from an unaffiliated,
independent investment banking firm as to the fair market value of
the target business.

Comparison to offerings of blank check companies, page 27

28. If the underwriter decides to allow separate trading before
the
end of 90 days, discuss how investors will become aware of the
acceleration.

Management, page 29

29. Please describe the business experience of William Glass since
December 2003.  See Item 401(e) of Regulation S-K.

Conflicts of Interest, page 31

30. Please expand to disclose the benefits that will or may be
received by related parties in connection with or following any
combination.

Principal Stockholders, page 33

31. Please clarify if the purpose of the disclosed warrant
purchases
is to stabilize the price of the warrants.

32. Please file the agreement in which Casimir Capital has agreed
to
purchase 500,000 warrants in the public marketplace.

Underwriting, page 41

33. Please tell us whether the underwriter or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously cleared by the Division`s Office
of
Chief Counsel.

34. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

35. Please define "severally, and not jointly."

36. We note that the form of underwriting agreement remains to be
filed by amendment to the registration statement.  We may have
comments upon review when it is filed.

37. We note the reference to "initial offering price" on page 42.
Please clarify the reason for this statement or delete the word
"initial."
Regulatory Restrictions on Purchase of Securities, page 43

38. We note your disclosure that underwriters may make bids or
purchases in order to stabilize the market price, so long as the
bids
do not exceed a "specific maximum."  Please revise to quantify
that
maximum.
39. We note your statement that the underwriters may make bids or
purchases for the purpose of pegging, fixing or maintaining the
price
of our securities.  Supplementally, advise us how these
transactions
comply with Regulation M.  We may have further comment.

Financial Statements

Statement of Cash Flows, F-6

40. Please remove the impact of deferred offering cost from both
operating and financing activities as this transaction represents
a
non-cash activity.

Note 3 - Proposed Offering, F-8

41. We note your disclosure regarding the underwriter purchase
option
(UPO).  Please expand your disclosure to describe all of the
material
terms of the UPO, including the consideration to be paid by the
underwriter, who has the rights to convert (i.e. the holder or the
Company), and the exercise feature (i.e. physical, net cash, or
n