SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended May 31, 2002

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from            to

Commission file number:  000-24452

                                RMS TITANIC, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


           Florida                                        59-2753162
           -------                                        ----------
(State or other jurisdiction of                 (IRS Employer Identification No.
incorporation or organization)

3340 Peachtree Road, Suite 1225, Atlanta, GA             30326
--------------------------------------------             -----
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (404) 842-2600


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes   No X
                                             ---  ---

         The number of shares  outstanding of the  registrant's  common stock on
June 26, 2002 was 18,550,047.

<PAGE>


                                                                         PAGE
                                                                         NUMBER
                                                                         ------
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                                  1

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      6

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                  9

Item 2.  Changes in Securities                                              9

Item 3.  Defaults Upon Senior Securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Other Information                                                  9

Item 6.  Exhibits and Reports on Form 8-K                                   9

Signatures                                                                 10


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The  consolidated  financial  statements  of RMS Titanic,  Inc.  and  subsidiary
(collectively,  the "Company"),  included  herein were prepared,  without audit,
pursuant to rules and  regulations of the  Securities  and Exchange  Commission.
Because certain information and notes normally included in financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America were  condensed or omitted  pursuant to such rules and
regulations,  these financial  statements should be read in conjunction with the
financial  statements  and  notes  thereto  included  in the  audited  financial
statements  of the Company as included in the  Company's  Form 10-K for the year
ended February 28, 2002.

                                       1
<PAGE>

<TABLE>
<CAPTION>

                                                                         RMS TITANIC, INC. AND SUBSIDIARY

                                                                              CONSOLIDATED BALANCE SHEETS
=========================================================================================================

<S>                                                             <C>                    <C>
                                                                           MAY 31,           FEBRUARY 28,
                                                                            2002                 2002
                                                                        ------------         ------------
                                                                         (unaudited)

ASSETS

Current Assets:
  Cash and cash equivalents                                             $  1,121,000         $    146,000
  Accounts receivable                                                         63,000               40,000
  Prepaid and Refundable income taxes                                      2,261,000            2,261,000
  Prepaid expenses and other current assets                                   26,000               70,000
  Net assets of discontinued operations                                           --            1,221,000
  Note receivable                                                          1,264,000                   --
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 4,735,000            3,738,000

Artifacts owned, at cost                                                   4,494,000            4,495,000
Salvor's lien                                                                  1,000                1,000

Property and Equipment, net of accumulated depreciation
 of $1,281,000 and $1,209,000, respectively                                  473,000              544,000

Other Assets                                                                  42,000               61,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $  9,745,000         $  8,839,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $    560,000         $    709,000
  Deferred revenue                                                         2,085,000              788,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            2,645,000            1,497,000
                                                                        ------------         ------------
Commitments and Contingencies

Stockholders' Equity:
  Common stock - $.0001 par value; authorized 30,000,000 shares,
   issued and outstanding 18,550,047 and 18,550,047 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              16,615,000           16,615,000
  Accumulated comprehensive income                                                --              (31,000)
  Accumulated deficit                                                     (9,517,000)          (9,244,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                 7,100,000            7,342,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  9,745,000         $  8,839,000
                                                                        ============         ============
</TABLE>

See Notes to Consolidated Financial Statements


                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                          RMS TITANIC, INC. AND SUBSIDIARY

                                                     CONSOLIDATED STATEMENTS OF OPERATIONS

==========================================================================================

THREE-MONTH PERIOD ENDED MAY 31,                               2002                2001
                                                            -----------        -----------
                                                            (UNAUDITED)        (UNAUDITED)
<S>                                                        <C>                <C>
Revenue:
  Exhibitions and related merchandise sales                 $   499,000        $   555,000
  Licensing fees                                                     --             25,000
  Merchandise and other                                          40,000             10,000
  Sale of coal                                                   26,000             22,000
                                                            -----------        -----------
Total revenue                                                   565,000            612,000
                                                            -----------        -----------
Expenses:
  Cost of coal sold                                               9,000              2,000
  Cost of merchandise sold                                       23,000             50,000
  General and administrative                                    748,000            602,000
  Depreciation and amortization                                  72,000            139,000
  Expedition costs                                                   --             34,000
                                                            -----------        -----------
Total expenses                                                  852,000            827,000
                                                            -----------        -----------
Income (loss) from continuing operations                       (287,000)          (215,000)

Interest income                                                  14,000              3,000
                                                            -----------        -----------
Income (loss) from continuing operations
   before provision for income taxes                           (273,000)          (212,000)

Provision for income taxes                                           --                 --
                                                             -----------        -----------
Net income (loss) from continuing operations                 $ (273,000)       $  (212,000)


Net income (loss) from discontinued operations                   31,000           (111,000)
                                                             -----------        -----------

Net income (loss)                                              (242,000)          (323,000)
                                                             -----------        -----------

Net income (loss) for basic and diluted common shares:

         From continuing operations                          $     (.01)       $      (.01)

         From discontinued operations                                --               (.01)
                                                             ----------         -----------

Weighted-average number of common shares outstanding         18,550,047         16,947,928
                                                             ==========         ===========

</TABLE>

See Notes to Consolidated Financial Statements


                                       3
<PAGE>


<TABLE>
<CAPTION>


                                                                                 RMS TITANIC, INC. AND SUBSIDIARY

                                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
==================================================================================================================

                  THREE-MONTH PERIOD ENDED MAY 31,                                     2002                2001
                                                                                   -----------         -----------
                                                                                   (UNAUDITED)         (UNAUDITED)
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
Net income (loss)                                                                 $  (242,000)         $ (323,000)

Less: income (loss) from discontinued operations                                        31,000           (111,000)
                                                                                   -----------         -----------
Net income (loss) from continuing operations                                          (273,000)          (212,000)
  Adjustments  to  reconcile  net  income  to net cash  provided  by  (used  in)
    operating activities:
    Depreciation and amortization                                                       72,000            134,000
    Reduction in artifacts                                                               3,000              3,000
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                        (23,000)           (55,000)
      Decrease in prepaid and refundable income taxes                                       --             26,000
      Decrease in prepaid expenses and other current assets                             31,000           (140,000)
      Decrease(increase) in other assets                                                18,000             (2,000)
      Increase in accounts payable and accrued liabilities                            (148,000)          (112,000)
      Increase (decrease) in deferred revenue                                        1,296,000            337,000
                                                                                   -----------         -----------
        TOTAL ADJUSTMENTS                                                            1,249,000            193,000
                                                                                   -----------         -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                            976,000            (19,000)
                                                                                   -----------         -----------
Cash flows used in investing activities:
    Purchases of property and equipment                                                 (1,000)                --
                                                                                   -----------         -----------
        NET CASH USED IN INVESTING ACTIVITIES                                           (1,000)                --
                                                                                   -----------         -----------
Net (decrease) increase in cash                                                        975,000            (19,000)

Cash and cash equivalents at beginning of period                                       146,000            610,000
                                                                                    -----------        -----------
Cash and cash equivalents at end of period                                          $ 1,121,000        $  591,000
                                                                                    ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the three-month period for income taxes                            $        --        $       --
                                                                                    ===========        ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

Common stock issued to acquire assets                                               $        --        $  819,000

Artifacts acquired in conversion of intangible assets                               $        --           555,000
                                                                                    ===========        ===========

</TABLE>

See Notes to Consolidated Financial Statements


                                       4
<PAGE>



                                                RMS TITANIC, INC. AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (UNAUDITED)
================================================================================




Note 1 -  RMS Titanic,  Inc. formed a wholly owned foreign subsidiary,  Danepath
          Ltd,  ("Danepath")  during June 2000. The Danepath subsidiary was sold
          in April to  Argosy  International,  Ltd.  for  consideration  of $1.5
          million.  The principal  asset of this subsidiary was ownership of the
          research and recovery vessel, SV Explorer.

Note 2 -  The accompanying consolidated financial information as of May 31, 2002
          and  2001  is  unaudited  and,  in  the  opinion  of  management,  all
          adjustments,   consisting   only  of  normal   recurring   adjustments
          considered  necessary  for a fair  presentation  have  been  included.
          Operating   results  for  any  interim  period  are  not   necessarily
          indicative  of the  results  for any  other  interim  period or for an
          entire year.

Note 3 -  Basic  earnings  (loss) per common  share  ("EPS") is  computed as net
          earnings  (loss)  divided  by the  weighted-average  number  of common
          shares  outstanding  for the  period.  Diluted  EPS  representing  the
          potential  dilution  that could  occur  from  common  shares  issuable
          through stock-based  compensation including stock options,  restricted
          stock  awards,  warrants  and  other  convertible  securities  is  not
          presented  for the three  month  periods  ended May 31,  2002 and 2001
          since there was no dilutive  effect of potential  common shares or the
          dilutive effect is not material.

Note 4 -  In May 2002,  the Company  modified its  agreement  with Clear Channel
          Entertainment Exhibits Inc., formerly known as SFX Entertainment,  for
          exclusive   worldwide   license  to  exhibit  the  Company's   Titanic
          Artifacts.  An extension to the existing license agreement was granted
          until December 31, 2003.

                                       5
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following  discussion provides information to assist in the understanding of
the Company's financial condition and results of operations,  and should be read
in  conjunction  with the  financial  statements  and  related  notes  appearing
elsewhere herein.

                              RESULTS OF OPERATIONS

FOR THE THREE  MONTHS  ENDED MAY 31, 2002 VERSUS THE THREE  MONTHS ENDED MAY 31,
2001

During the first quarter of the Company's 2003 fiscal year, the Company's  total
revenues  decreased from $612,000 to $565,000,  or approximately 9%, as compared
to the corresponding  first quarter period in the 2002 fiscal year. This revenue
decrease is principally  attributable to the Company having lower exhibition and
related  merchandise  sales of $499,000 during the quarter ended May 31, 2002 as
compared to $555,000 in the prior year period.  Other  revenues  from  licensing
fees,  merchandise,  and the sale of coal  increased  to $66,000 in the  current
period from $57,000 in the prior year's period.  The Company earned  revenues of
$26,000  from the sale of coal during the first three  months of its 2003 fiscal
year,  as compared to $22,000 in the same  period of its 2002 fiscal  year.  The
sale of merchandise  increased from $10,000 in the quarter ended May 31, 2001 to
$40,000 in the quarter ended May 31, 2002.

The cost of goods sold for merchandise and other during the first quarter of the
Company's 2003 fiscal year decreased to $23,000 from $50,000 in the prior year's
first quarter  principally  due to lower catalog sales.  The cost of coal during
the first  quarter of the  Company's  2003 fiscal year  increased to $9,000 from
$2,000 in the prior  year's  period  due to both the  increase  in sales and the
increase in costs associated with the products in which the coal is being sold.

The Company's  general and  administrative  expenses  increased to $748,000 from
$602,000,  or approximately 20% during the first quarter of its 2003 fiscal year
as compared to the same quarter  period of its 2002 fiscal year.  This  increase
was primarily  attributable to higher legal expenses  because of the several new
legal matters the Company is involved with since last year.

Depreciation  decreased to $72,000,  or  approximately  10%, for the first three
months of the  Company's  2003  fiscal year as compared to $80,000 for the prior
period.  This decrease is primarily  attributed to the lower  depreciable  asset
base of the Company as compared to the year ago period. The Company did not have
any  amortization  expense for the current quarter as compared to $59,000 in the
year prior year. That amortization  expense was incurred for certain intangibles
that the Company was  amortizing  over a  three-year  period.  In May 2001,  the
Company  exchanged  these  intangibles  for  the  ownership  rights  to the  RMS
Carpathia, the rescue ship of Titanic passengers.

The Company also incurred $34,000 in expedition costs for a Pacific Ocean survey
operation  in the first  three  months of the  Company's  2002 fiscal year while
there was no similar cost in this year's three month period.

Interest income increased to $14,000,  or 282%, during the first three months of
the Company's 2003 fiscal year as compared to the first three months of its 2002
fiscal year,  primarily as a result of the  interest  accrual on the  obligation
from the sale of Danepath Ltd., the Company' subsidiary, which bears interest at
8% per annum.

A loss of $273,000 from  continuing  operations was incurred in the three months
ended May 31,  2002 as compared to a loss from  operations  of $212,000  for the
three months ended May 31, 2001.  This  increase in loss is attributed to both a
decrease  in income  from  exhibition  licensing  and an increase in general and
administrative expenses.

                                       6
<PAGE>

The net loss was $242,000 for the three months ended May 31, 2002 as compared to
a loss of $ 323,000 in the prior year  period.  In the current  period there was
income from discontinued operations of $31,000 as compared to a loss of $111,000
in the prior year  period.  Basic  income  (loss) per common share for the three
months  ended  May  31,  2002  and  May  31,  2001  were  ($0.01)  and  ($0.02),
respectively,  per  share  and the  weighted  average  shares  outstanding  were
18,550,047 and 16,587,128, respectively.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by (used in) operating activities was $976,000 for the quarter
ended May 31,  2002 as compared  to $19,000  used in the  quarter  ended May 31,
2001.  This  increase in cash  provided by  operating  activities  is  primarily
attributed to the increase of $1,296,000 in deferred  revenues  which offset the
loss of $273,000,  as adjusted for  depreciation  of $71,000,  and a decrease of
$148,000 in accounts payables and accrued expenses.

For the quarter ended May 31, 2002, cash used in investing  activities  was
$1,000 and represented  purchase of office equipment.  In the prior year period,
the Company incurred no similar expenditures.  The Company did not engage in any
financing activities in either period.

The Company's net working capital and  stockholders'  equity were $2,059,000 and
$7,100,000,  respectively  at  May  31,  2002  as  compared  to  $2,241,000  and
$7,342,000, respectively, at February 28, 2002.

Management's  present  plan is to  obtain a  salvor's  award  from  the  Federal
District  Court in Norfolk,  Virginia  where it  maintains  salvor-in-possession
status.  The recent  decision of April 12, 2002 by the Fourth Circuit  Appellate
Court  stating that the Company does not own the  artifacts  recovered  from the
Titanic  wreck  site  but has  only a  salvor's  lien  on  those  artifacts  has
necessitated this action. It is uncertain in what amount an award may eventually
be granted.  The Company has been advised that the process of obtaining an award
from the District Court could take as long as a year.  The Company,  as owner of
the RMS  Carpathia,  plans to undertake a recovery  operation to that wreck site
later  this  year.  The  Company  has  sufficient  funds  for  the  cost of this
undertaking.

Management  expects that it will be able to execute its present plan without any
outside  funding  providing that no unforeseen  adversities  arise in any of its
litigations. No assurances can be given that it will be successful in any of its
endeavors  should the various  lawsuits  in which the  Company is involved  have
detrimental consequences.

During  May  2002,   the   exhibition   tour   agreement   with  Clear   Channel
Entertainment-Exhibits, formerly SFX Entertainment, was amended. An extension of
this agreement was granted by the Company  providing for exhibitions to December
31, 2003.

In order to protect its salvor-in-possession status and to prevent third-parties
from  salvaging  the  Titanic  wreck and wreck  site,  or  interfering  with the
Company's  rights and ability to salvage  the wreck and wreck site,  the Company
may  have  to  commence  judicial   proceedings  against   third-parties.   Such
proceedings could be expensive and time-consuming. Additionally, the Company, in
order to maintain its salvor-in-possession status, needs to, among other things,
maintain a reasonable  presence at the wreck through periodic  expeditions.  The
Company  will be  required  to incur the costs for future  expeditions  so as to
maintain its  salvor-in-possession  status.  The Company's  ability to undertake
future  expeditions  may be dependent  upon the  availability  of financing from
various  sources.  No  assurances  can be  given  that  such  financing  will be
available  on  satisfactory  terms.

                                       7
<PAGE>

The  Company  from time to time,  conducts  business  activities  outside of the
United  States,  and  thereby is exposed  to the risk of  currency  fluctuations
between the United States dollar and certain foreign  currency.  If the value of
the United  States  dollar  increases in relation to the foreign  currency,  the
Company's  potential  revenues  from  exhibition  and  merchandising  activities
outside of the United  States  will be  adversely  affected.  During the quarter
ended May 31, 2002,  the Company did not incur any losses  because of changes in
the exchange  rates with respect to foreign  currencies.  Although the Company's
financial   arrangements   with  foreign  parties  may  be  based  upon  foreign
currencies,  the  Company  has  sought  and  will  continue  to seek to base its
financial  commitments and understandings upon the United States Dollar so as to
minimize the adverse potential effect of currency fluctuations.

Except for historical  information  contained  herein,  this Quarterly Report on
Form 10-Q contains forward-looking  statements within the meaning of the Private
Securities  Reform Act of 1995 which  involve  certain  risks and  uncertainties
including,  without  limitation,  the Company's  needs,  as discussed  above, to
obtain  additional  financing in order to achieve its objectives and plans.  The
Company's   actual  results  or  outcomes  may  differ   materially  from  those
anticipated.  Important  facts  that  the  Company  believes  might  cause  such
differences  are  discussed  in  the  cautionary  statements   accompanying  the
forward-looking  statements  as well as in the  risk  factors  discussed  in the
Company's  Annual  Report on Form 10-K.  Although the Company  believes that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance  that the  forward-looking  statements  contained in this Report
will prove to be accurate. In light of the significant uncertainties inherent in
the   forward-looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  of the Company or any
other such person that the objectives and plans of the Company will be achieved.

                                       8
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         There has been no material change in the legal  proceedings  discussed
         in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
         February 28, 2002

ITEM 2.  CHANGES IN SECURITIES.

         None.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


(a)      EXHIBITS

(b)      REPORTS ON FORM 8-K


         Form 8-K filed on April 17, 2002 regarding sale of Danepath Ltd.

         Form 8-K filed on April 30, 2002 regarding the Fourth Circuit Appellate
         Court decision of the appeal of District Court decisions.

                                       9
<PAGE>

                                   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 thereunto duly authorized.

                                  RMS TITANIC, INC.
                                  (Registrant)



Dated:   July 9, 2002          By:  /s/ Arnie Geller
                                   -------------------------------------------
                                    Arnie Geller, President &
                                    Chief Executive Officer


                               By: /s/ Gerald Couture
                                  -------------------------------------------
                                   Gerald Couture, Vice President &
                                   Chief Financial Officer


                                       10