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): ~~May~~June 911, 2012

Platinum Energy Solutions, Inc.

(Exact Name of Registrant as Specified in its Charter)



Nevada (State or Other Jurisdiction of Incorporation)	333-176566 (Commission File Number)	27-3401355 (I.R.S. Employee Identification Number)

2100 West Loop South, Suite 1601

Houston, Texas 77027

(Address of Principal Executive Offices, including Zip Code)

Registrant's Telephone Number, including Area Code: 713-622-7731

(Former Name or Former Address, if Changed Since Last Report)

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):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.0102 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~May~~June 911, 2012, ~~Platinum~~the ~~Energy~~Audit ~~Solutions,~~Committee ~~Inc.~~of (the ~~“Company”)~~Board ~~and~~of ~~the~~Directors ~~stockholders~~of ~~party~~Platinum toEnergy ~~the Company's Stockholders Agreement~~Solutions, ~~dated~~Inc. ~~March 3, 2011~~ (the “~~Stockholders Agreement~~Company”), ~~amended~~upon ~~and restated~~ the ~~Stockholders~~recommendation ~~Agreement (the “Amended and Restated Stockholders Agreement”) pursuant to which (a) each holder~~ of the Company's ~~Series~~management Band ~~Preferred~~with ~~Stock~~the ~~was~~concurrence ~~provided preemptive rights on all offerings~~ of ~~equity~~the ~~securities or securities convertible or exchangeable into equity securities in order to maintain such holder~~Company's ~~fully-diluted~~independent ~~equity~~registered ~~ownership~~public ataccounting ~~the~~firm, ~~time~~KPMG ~~of such preemptive rights offer~~LLP, ~~subject~~concluded tothat ~~certain~~the ~~exceptions~~previously ~~and~~issued ~~limitations,~~financial ~~(b)~~statements ifcontained ain ~~majority of~~ the Company's ~~stockholders~~Quarterly orReport aton ~~least~~Form ~~four~~10-~~fifths~~Q offor the ~~members~~quarter ofended ~~the~~March ~~Board of Directors vote to pursue a Sale of the Company (as defined in the Amended and Restated Stockholders Agreement)~~31, ~~all~~2012 ~~stockholders,~~should ~~including~~no ~~the~~longer ~~Series B Preferred Stock, will~~ be ~~compelled~~relied toupon ~~vote~~due ~~in favor of such action, (c) each holder of Series B Preferred Stock will be entitled~~ to ~~sell~~an ~~their~~error ~~shares~~ in ~~a sale transaction with other selling stockholders on any sale of more than half of one percent (1/2%) of~~ the ~~voting~~presentation ~~equity securities~~ of ~~one~~operating orand ~~more~~investing ofcash ~~the~~flows ~~Management Holders (as defined~~ in the ~~Amended and Restated Stockholders Agreement), (d) at the~~ Company's ~~cost,~~Condensed ~~each~~Consolidated ~~holder~~Statement of ~~Series~~Cash BFlows ~~Preferred~~for ~~Stock~~the ~~will~~three bemonths ~~entitled~~ended toMarch ~~piggy-back registration rights on registrations of the Company~~31, subject to the right of the Company and its underwriters to reduce in view of market conditions the number of shares of common stock proposed to be registered in the offering and (e) the holders of Series B Preferred Stock have certain information rights2012.

The Company, ~~JPMorgan~~will ~~Chase~~restate ~~Bank,~~its ~~N.A.~~Condensed ~~(the~~Consolidated ~~“Bank”)~~Statement ~~and~~of ~~Platinum~~Cash ~~Pressure~~Flows ~~Pumping,~~for ~~Inc. (~~the ~~“Guarantor”)~~three ~~entered~~months ~~into~~ended anMarch ~~amendment~~31, ~~dated as of May 11,~~ 2012 ~~(the “First Amendment to Credit Agreement”)~~, to ~~that~~correct ~~certain~~the ~~credit~~amount ~~agreement,~~of ~~dated~~purchases as of ~~December 28, 2011, by~~ and ~~among~~deposits ~~the~~for ~~Company,~~property ~~the Bank~~ and ~~the~~equipment ~~Guarantor~~reflected ~~(the~~in ~~“Credit~~investing ~~Agreement”).~~activities ~~Pursuant~~with toan ~~the~~equal ~~First~~and ~~Amendment~~offsetting tocorrection ~~Credit Agreement, among other things, the Company is required~~ to ~~maintain (a) a Leverage Ratio (as defined~~ the ~~Credit~~changes ~~Agreement)~~in ofassets ~~not~~and ~~more~~liabilities ~~than~~in ~~(i)~~operating 7activities.~~00 to 1.0~~ ~~measured~~These asamounts ofwere ~~June~~inadvertently ~~30,~~overstated ~~2012,~~by ~~(ii)~~approximately 4$26.09 tomillion ~~1.0 measured~~ as ofthey ~~September~~included ~~30,~~amounts ~~2012~~that ~~and~~were ~~(iii)~~unpaid ~~3.0 to 1.0 measured quarterly thereafter beginning December 31, 2012, (b) at all times a Fixed Charge Coverage Ratio (~~as ~~defined~~of in the ~~Credit~~end ~~Agreement)~~ of ~~not~~the ~~less~~reporting ~~than (i) 1~~period.0 toThe ~~1.0~~restatement ~~measured~~will asnot ofimpact ~~September~~the ~~30,~~Company's ~~2012~~previously ~~and~~reported ~~(ii)~~net ~~1.25~~increase toin ~~1.0~~cash ~~measured quarterly thereafter beginning December 31, 2012,~~ and ~~(c) an average daily~~ cash ~~balance~~equivalents ~~(the~~in ~~aggregate~~its ~~daily~~Condensed ~~cash~~Consolidated ~~balances~~Statement ~~for~~of ~~each~~Cash ~~day~~Flows ~~during~~or ~~the~~amounts ~~month~~reported ~~divided~~in byits ~~the~~Condensed ~~number~~Consolidated ofStatement ~~days in such month)~~ of atComprehensive ~~least~~Loss ~~$5,000,000~~ for ~~each month, beginning with~~ the ~~month~~quarter ~~ending~~ended ~~May~~March 31, 2012. ~~The~~or ~~First~~the ~~Amendment~~Company's toCondensed ~~Credit~~Consolidated ~~Agreement~~Balance ~~also~~Sheet ~~deletes~~as ~~the~~of ~~minimum~~March ~~EBITDA covenant~~31, ~~deletes~~2012. ~~the~~The ~~minimum~~error ~~Tangible~~was ~~Net~~identified ~~Worth~~by ~~covenant, revises~~ the ~~definition~~Company's ofmanagement, ~~EBIDTA~~subsequent ~~and~~to ~~addresses~~filing the ~~effect of the~~ Company's ~~exercise~~Form of10-Q ~~its~~for ~~right~~the toquarter ~~cure~~ended aMarch ~~breach~~31, of2012, ain ~~financial~~the ~~covenant~~course byof ~~issuing~~preparing ~~stock~~certain ~~with~~historical ~~respect~~financial tostatement ~~the calculation of EBIDTA~~analysis.

~~The~~Management ~~foregoing~~has ~~descriptions~~concluded ofthat the ~~Amended~~Company's disclosure controls and ~~Restated~~procedures, ~~Stockholders~~defined ~~Agreement~~in Rules 13a-15(e) and 15-d-15(e) under the ~~Credit~~Securities ~~Agreement~~Exchange ~~Amendment~~Act ~~are~~of ~~qualified~~1934, inwere ~~their~~not ~~entirety~~effective byas ~~reference~~of toMarch ~~such~~31, ~~agreements~~2012. ~~which~~This ~~will~~conclusion beis ~~filed~~based on the existence of a material weakness in ~~accordance~~our ~~with~~internal control over financial reporting pertaining to the ~~rules~~preparation and ~~regulations~~review of our statement of cash flows. The control deficiency related to a lack of proper training and knowledge of the ~~Securities~~preparer of the cash flow statement as it relates to the requirement to adjust the cash flows for amounts related to non-cash investing activity during the period. Furthermore, the primary financial reporting person responsible for the review of the statement of cash flows was not available during the preparation of the statement and ~~Exchange~~the ~~Commission~~Company's monitoring controls did not operate at a sufficient level of precision to detect the error.

Management has since provided supplemental training to the financial reporting personnel as it relates to the preparation of the cash flow statement and formalized a step in the control process to address this issue and improve the effectiveness of the compilation of the statement of cash flows. In addition, management has enhanced its monitoring controls by adding a reconciliation control to further mitigate the detection risk. Management's review of the cause of the error is ongoing and further control enhancements may be necessary.

The Audit Committee has discussed the matters disclosed in this filing pursuant to Item 4.02(a) with management and with the Company's independent registered public accounting firm.

The Company plans to present the restated financial statement in an amendment to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, which the Company expects to file promptly after this filing.

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.

	PLATINUM ENERGY SOLUTIONS, INC.	~~PLATINUM ENERGY SOLUTIONS, INC.~~
Date:	May 15, 2012	By:	/s/ Justin W. Brown
Date: June 12, 2012	By:	/s/ JUSTIN W. BROWN
		Name: Justin W. Brown	~~Name: Justin W. Brown~~
		Title: Principal Accounting Officer	~~Title: Principal Accounting Officer~~

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