UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment #1)





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended August 31, 2011

or



| ̈ | 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

PREMIER EXHIBITIONS, INC.

(Exact name of registrant as specified in its
charter)



|                                                |  |                                     
|----------------------------------------------- |  | ------------------------------------
|Florida                                         |  | 20-1424922                          
|(State or other jurisdiction of                 |  | (I.R.S. Employer Identification No.)
|incorporation or organization)                  |  |                                     
|                                                | 
|3340 Peachtree Road, NE, Suite 900, Atlanta,
GA |  | 30326                               
|(Address of principal executive offices)        |  | (Zip Code)                          

(404) 842-2600



(Registrants telephone number, including area code)

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 at least the past 90 days.    Yes  
x      No    ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x      No    ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
Company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                            
|----------------------- |  | ------------------------------------------------ |  | ---------------------------
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer  ̈        
|                        |  |                                                 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    Yes    ̈    No  x

The number of shares outstanding of the registrants common stock on December 6, 2011 was 47,443,513.









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EXPLANATORY NOTE

This Amendment No. 1 (Amendment) on Form 10-Q/A amends the periodic report of Premier Exhibitions, Inc.
(the Company) on Form 10-Q for the quarter ended August 31, 2011 as filed with the Securities and Exchange Commission on October 14, 2011 (the Original Report). This Amendment is being filed to refile the Industrial
Lease Agreement by and between the Company and Selig Enterprises, Inc. to reflect portions of the Industrial Lease Agreement for which the Company is no longer seeking confidential treatment.

Item 6. Exhibits.

INDEX TO EXHIBITS



|        |  |                                                                                                                             |  |          |   |  |                           |  |         |  |             | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | -------- | - |  | ------------------------- |  | ------- |  | ----------- | 
|Exhibit |  |                                                                                                                             |  | Filed    |   |  | Incorporated by Reference
|No.     |  | Exhibit Description                                                                                                         |  | Herewith |   |  | Form                      |  | Exhibit |  | Filing Date
|        |  |                                                                                                                             |  |          |  
|10.3    |  | Industrial Lease Agreement, dated October 12, 2011, by and between Premier Exhibitions, Inc. and Selig Enterprises, Inc.*** |  |          | X |  |                           |  |         |  |             | 
|        |  |                                                                                                                             |  |          |  
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certification of Interim President and Chief Executive Officer                                     |  |          | X |  |                           |  |         |  |             | 
|        |  |                                                                                                                             |  |          |  
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certification of Senior Vice President, Chief Financial Officer, and Chief Operating Officer       |  |          | X |  |                           |  |         |  |             | 
|        |  |                                                                                                                             |  |          |  
|32.1    |  | Section 1350 Certifications                                                                                                 |  |          | X |  |                           |  |         |  |             | 



|*** | Premier Exhibitions, Inc. has requested confidential treatment from the Securities and Exchange Commission with respect to certain portions of this
exhibit.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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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 thereunto duly authorized.



|                        |  |  |  |                           |  |                                                      
|----------------------- |  |  |  | ------------------------- |  | -----------------------------------------------------
|                        |  |  |  | PREMIER EXHIBITIONS, INC.
|                        |  |  | 
|Dated: December 9, 2011 |  |  |  | By:                       |  | /s/ Samuel S. Weiser                                 
|                        |  |  |  |                           |  | Samuel S. Weiser,                                    
|                        |  |  |  |                           |  | Interim President and Chief Executive Officer        
|                        |  |  |  |                           |  | (Principal Executive Officer)                        
|                        |  |  | 
|Dated: December 9, 2011 |  |  |  | By:                       |  | /s/ Michael J. Little                                
|                        |  |  |  |                           |  | Michael J. Little,                                   
|                        |  |  |  |                           |  | Senior Vice President, Chief Financial Officer, and  
|                        |  |  |  |                           |  | Chief Operating Officer (Principal Financial Officer)



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