Attached files
| file | filename |
|---|---|
| EX-99.1 - PLATINUM ENERGY RESOURCES INC | v172469_ex99-1.htm |
| EX-16.1 - PLATINUM ENERGY RESOURCES INC | v172469_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 22, 2010
PLATINUM
ENERGY RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
000-51553
(Commission
File Number)
|
14-1928384
(IRS
Employer
Identification
No.)
|
11490
Westheimer Road, Suite 1000
Houston,
Texas 77077
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (281) 649-4500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
ITEM
4.01
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CHANGES
IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
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(a)(1)
Changes in Registrant’s Certifying Accountant
On
January 22, 2010, Platinum Energy Resources, Inc (the “Company”) notified
Marcum, LLP (“Marcum”) of our intent to change the Company’s
independent registered public accounting firm. On January 22, 2010, the
Board of Directors of the Company appointed GBH CPAS, P.C. as its independent
registered accounting firm, detailed as follows.
The
reports of Marcum on the consolidated financial statements of the Company and
its subsidiaries as of and for the years ended December 31, 2007 and December
31, 2008 did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principle.
During
the Company’s two most recent fiscal years ended December 31, 2007 and December
31, 2008 and through January 22, 2010, there were no disagreements with Marcum
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Marcum satisfaction, would have caused Marcum to make reference thereto in
its reports on the Company’s financial statements for such years.
The
Company has provided Marcum with a copy of this Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission (the “SEC”) and
requested that Marcum furnish a letter addressed to the SEC stating whether it
agrees with the statements made above. Attached as Exhibit 16.1 is a copy of the
letter from Marcum to the SEC.
(a)(2)
Engagement of New Independent Registered Public Accounting Firm.
On
January 22, 2010, the Board of Directors of the Company appointed GBH CPAS, P.C
to serve as the Company’s principal independent registered public accounting
firm for the year ending December 31, 2009.
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ITEM
5.01
|
CHANGES
IN CONTROL OF REGISTRANT.
|
On
December 10, 2009, Pacific International Group Holdings LLC (“Pacific”)
initiated a tender offer (the “Offer”) to purchase up to all the outstanding
shares of common stock of the Company not currently owned by Pacific at a price
of $0.50 per share. At the time of the initiation of the tender
offer, Pacific owned 10,977,141, or 49.7% of the outstanding shares of the
Company’s common stock. On January 13, 2010, Pacific announced the
extension of the Offer until 11:59 p.m. New York City time, on January 19,
2010. On January 20, Pacific announced that 90,707 shares were
tendered pursuant to the terms of the Offer. These shares were paid
for by Pacific from the cash on hand of Pacific. Accordingly, the
total consideration paid for these shares was $45,353.50. However, 45,000 of
these shares were tendered without a certificate. On January 22, 2010
the certificate for the 45,000 shares were tendered. As a result,
Pacific now owns 11,067,848 shares in the Company, representing 50.1% of the
Company’s outstanding common stock.
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ITEM
5.03
|
AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
|
On
January 22, 2010, the Board of Directors of the Company voted to amend Article
III, Section 2 of the Bylaws of the Company. Section 3.2 has been
amended to read as follows:
3.2
Election; Term of Office; Resignation; Removal; Vacancies. Each
director shall hold office until the next annual meeting of stockholders at
which his Class stands for election or until such director's earlier
resignation, removal from office, death or incapacity. Unless otherwise
provided in the Certificate of Incorporation, vacancies and newly created
directorships resulting from any increase in the authorized number of
directors or from any other cause may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole
remaining director, and each director so chosen shall hold office until the
expiration of his term of office and until such director's successor shall
be duly elected and shall qualify, or until such director's earlier
resignation, removal from office, death or incapacity. A director is
automatically removed from office if said director fails to attend three
consecutive meetings of the Board of Directors, unless such absence is due to
medical reasons.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(c) EXHIBITS
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Exhibit
No.
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Description
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16.1
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Letter
from Marcum to the Securities and Exchange Commission dated January 27,
2010.
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99.1
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Amended
and Restated Bylaws of Platinum
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PLATINUM ENERGY RESOURCES,
INC.
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Dated:
January 27, 2010
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By:
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/s/
Al Rahmani
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Al
Rahmani
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Chief
Executive Officer
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