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 November 30, 2001

[ ]  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 X No

         The number of shares  outstanding of the  registrant's  common stock on
January 8, 2002 was 18,550,847.


<PAGE>




                                                                         PAGE
                                                                        NUMBER
                                                                        ------
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                                 2

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                     7

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                10

Item 2.  Changes in Securities                                            10

Item 3.  Defaults Upon Senior Securities                                  10

Item 4.  Submission of Matters to a Vote of Security Holders              10

Item 5.  Other Information                                                10

Item 6.  Exhibits and Reports on Form 8-K                                 10

Signatures                                                                11


                                       1
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The  consolidated  financial  statements of RMS Titanic,  Inc. and  subsidiaries
(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, 2001.



                                       2
<PAGE>

<TABLE>
<CAPTION>


                                                                       RMS TITANIC, INC. AND SUBSIDIARIES

                                                                               CONSOLIDATED BALANCE SHEET
=========================================================================================================

                                                                         November 30,         February 28,
                                                                            2001                 2001
                                                                        ------------         ------------
                                                                         (unaudited)

<S>                                                                    <C>                  <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                             $    835,000         $    623,000
  Accounts receivable                                                        174,000               36,000
  Prepaid and Refundable income taxes                                        164,000              585,000
  Prepaid expenses and other current assets                                  149,000              153,000
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 1,322,000            1,397,000

Artifacts, at cost                                                        12,559,000           11,282,000

Deferred Income Tax Asset (Net of a valuation allowance
  of $80,000)                                                                303,000              303,000

Property and Equipment, net of accumulated depreciation
 of $1,227,000 and $936,000, respectively                                  1,237,000            1,328,000

Other Assets                                                                 135,000              692,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $ 15,556,000         $ 15,002,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $    610,000         $    703,000
  Common stock to be issued                                                       --              235,000
  Deferred income tax liability                                              110,000               72,000
  Deferred revenue                                                         1,250,000            1,241,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            1,970,000            2,251,000
                                                                        ============         ============

Commitments and Contingencies

Stockholders' Equity:
  Common  stock - $.0001 par value;  authorized  30,000,000  shares,
   issued and outstanding 18,550,847 and 16,947,928 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              16,403,000           15,240,000
  Accumulated other comprehensive operations                                  12,000              (31,000)
  Accumulated deficit                                                     (2,831,000)          (2,460,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                13,586,000           12,751,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 15,556,000         $ 15,002,000
                                                                        ============         ============

</TABLE>

                        See Notes to Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                                       RMS TITANIC, INC. AND SUBSIDIARIES

                                              CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
=========================================================================================
                                    THREE-MONTH   THREE-MONTH   NINE-MONTH   NINE-MONTH
                                    PERIOD ENDED  PERIOD ENDED  PERIOD ENDED PERIOD ENDED
                                    NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30, NOVEMBER 30,
                                        2001          2000         2001          2000
-----------------------------------------------------------------------------------------

Revenue:
<S>                               <C>             <C>          <C>           <C>
  Exhibitions and related
      merchandise sales           $    656,000    $    791,000  $1,918,000    $5,046,000
  Charter income                        66,000              --     504,000            --
  Licensing fees                            --          83,000      26,000        87,000
  Merchandise and other                122,000           2,000     321,000        15,000
  Sale of coal                           2,000          10,000      49,000        45,000
------------------------------------------------------------------------------------------
Total revenue                          846,000         886,000   2,819,000     5,193,000
------------------------------------------------------------------------------------------

Expenses:
  Cost of coal sold                         --           1,000       5,000         5,000
  Cost of merchandise sold              14,000              --      88,000         8,000
  Costs of charters                     80,000              --     177,000            --
  General and administrative           797,000         709,000   2,544,000     3,360,000
  Depreciation and amortization         99,000         160,000     351,000       437,000
  Expedition costs                          --         170,000      38,000       689,000
------------------------------------------------------------------------------------------
Total expenses                         990,000       1,040,000   3,203,000     4,499,000
------------------------------------------------------------------------------------------

Income (loss) from operations         (144,000)       (154,000)   (384,000)      694,000

Interest income                          1,000           5,000       6,000        73,000
------------------------------------------------------------------------------------------

Income (loss) before provision
   for income taxes                   (143,000)       (149,000)   (378,000)      767,000

Provision for income taxes                  --              --          --       358,000
------------------------------------------------------------------------------------------

Net income (loss)                 $   (143,000)   $   (149,000)  $(378,000)   $  409,000
==========================================================================================

Basic income (loss) per
 common share                     $       (.01)   $       (.01)  $    (.02)   $      .02
==========================================================================================

Weighted-average number
 of common shares outstanding       17,896,728      16,887,128  17,896,728    16,786,764
==========================================================================================

Net income (loss)                 $   (143,000)   $   (149,000)  $(378,000)   $  409,000
------------------------------------------------------------------------------------------
Comprehensive income (loss):

Foreign currency translation      $    ( 5,000)   $         --   $  43,000    $       --

Comprehensive net income (loss)   $   (148,000)   $   (149,000)  $(335,000)   $  409,000
==========================================================================================

</TABLE>

See Notes to Consolidated Financial Statements

                                       4
<PAGE>


<TABLE>
<CAPTION>




                                                                     RMS TITANIC, INC. AND SUBSIDIARIES

                                                        CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
========================================================================================================

                  NINE-MONTH PERIOD ENDED NOVEMBER 30,                 2001                  2000
                                                                 -----------           -----------

<S>                                                            <C>                   <C>
Cash flows from operating activities:
  Net income (loss)                                             $  (378,000)          $   409,000
                                                                 -----------           -----------
  Adjustments  to  reconcile  net  income
   to net cash provided by (used  in)
    operating activities:
    Depreciation and amortization                                   351,000               437,000
    Reduction in artifacts recovered                                105,000                    --
    Deferred income taxes                                                                 365,000
    Issuance of common stock for services                           344,000

    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                    (138,000)              249,000
      Decrease in prepaid and refundable income taxes               421,000               781,000
      Increase in prepaid expenses and other current assets           4,000               (16,000)
      Increase in other assets                                      (59,000)              (42,000)
      Decrease in accounts payable and accrued liabilities         (328,000)           (2,057,000)
      Decrease in deferred revenue                                    9,000               328,000
      Increase in deferred tax liability                             38,000                     -
                                                                 -----------           -----------
        TOTAL ADJUSTMENTS                                           747,000                45,000
                                                                 -----------           -----------
        NET CASH USED IN OPERATING ACTIVITIES                       369,000               454,000
                                                                 -----------           -----------
Cash flows used in investing activities:
    Purchases of property and equipment                            (200,000)           (1,011,000)
    Artifact recovery costs                                                            (2,025,000)
                                                                 -----------           -----------
        NET CASH USED IN INVESTING ACTIVITIES                      (200,000)           (3,036,000)
                                                                 -----------           -----------
Cash flows from financing activity:
    Proceeds from loan payable                                           --               250,000
    Payment on loan payable                                              --              (250,000)
                                                                 -----------           -----------
Effect of exchange rate changes on cash                              43,000                    --
                                                                 -----------           -----------
Net decrease in cash and cash equivalents                           212,000            (2,582,000)

Cash and cash equivalents at beginning of period                    623,000             3,065,000
                                                                 -----------           -----------
Cash and cash equivalents at end of period                     $    835,000           $   483,000
                                                                 ===========           ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

Common stock issued to acquire intangible assets               $    819,000           $   900,000
                                                                 ===========            ==========

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

</TABLE>

                            See Notes to Consolidated Financial Statements


                                       5
<PAGE>




                                              RMS TITANIC, INC. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 -  RMS  Titanic,  Inc.  formed two  wholly  owned  foreign  subsidiaries,
          Whitestar  Marine  Recovery,  Ltd.  ("Whitestar")  and  Danepath  Ltd,
          ("Danepath")   during   April  and  June   2000,   respectively.   The
          consolidated financial statements include the accounts of RMS Titanic,
          Inc. and these subsidiaries.  All material  inter-company balances and
          transactions have been eliminated in consolidation.

          The  accompanying   consolidated   financial  statements  contain  all
          adjustments  necessary to present fairly the financial position of RMS
          Titanic,  Inc. and  subsidiaries  (collectively,  the "Company") as of
          November 30, 2001 and their results of operations and their cash flows
          for the nine month periods ended  November 30, 2001 and 2000.  Results
          of  operations  for the three month period and nine month period ended
          November 30, 2001 are not  necessarily  indicative of the results that
          may be expected for the year ending February 28, 2002.

          For  comparability,  certain  February  28,  2001  amounts  have  been
          reclassified,  where appropriate to conform to the financial statement
          presentation used as of November 30, 2001.

Note 2 -  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 and nine month periods ended November 30, 2001
          and 2000 since there was no dilutive effect of potential common shares
          or the  dilutive  effect is not  material.  Note 3 - In May 2001,  the
          Company  acquired  the  ownership  rights  to the  shipwreck  the  RMS
          Carpathia (the "Carpathia"). The Carpathia was the vessel that rescued
          the  survivors  from the Titanic.  The value that was assigned to this
          asset  ($1,374,000)  is the  un-amortized  value of  other  intangible
          assets  purchased  by the  Company in April 2000 from this same entity
          ($555,000),  plus the fair  market  value of  1,104,545  newly  issued
          shares of common stock ($819,000).

Note 4 -  In May 2001, the Company extended the term of its licensing  agreement
          with SFX which  holds an  exclusive  worldwide  license to exhibit the
          Company's  Titanic  Artifacts.  An  extension  to renew  the  existing
          agreement  was granted  until  December 15,  2002.  During the quarter
          ended November 30, 2001, the Company earned an additional  $282,000 in
          revenues  because of the  revenue  sharing  provision  of the  present
          licensing agreement.

Note 5 -  The  Company had  charter  revenues of $66,000  during the three month
          period ended November 30, 2001.  These  revenues,  from the use of its
          ship, the SV Explorer,  are recorded within the accounting period when
          earned.

                                       6
<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 QUARTER ENDED  NOVEMBER 30, 2001 VERSUS THE QUARTER  ENDED  NOVEMBER 30,
2000

FOR THE NINE  MONTHS  ENDED  NOVEMBER  30,  2001  VERSUS THE NINE  MONTHS  ENDED
NOVEMBER 30, 2000

During the third  quarter and the first nine months of its 2002 fiscal year (the
"2002 fiscal year"),  the Company's  revenues  decreased  approximately  6% from
$886,000 to $846,000 and 46% from  $5,193,000 to  $2,819,000,  respectively,  as
compared to the third  quarter and the first nine months of its 2001 fiscal year
(the "2001  fiscal  year").  These  changes  were  principally  attributable  to
decreases in  exhibition  and related  merchandise  sales of  approximately  17%
during the third  quarter  and 62% during  first nine  months of the 2002 fiscal
year,  as compared to the  corresponding  periods of the 2001 fiscal  year.  The
present  level of these  revenues  reflect the current  licensing  agreement  in
effect  that  provides  for lower  guaranteed  payments  with a revenue  sharing
provision.  For the current  licensing period ended, the Company earned $616,000
in additional payments over the guaranteed  payments.  During the recent quarter
ended November 30, 2001, the Company derived charter  revenues of $66,000 within
its Danepath  subsidiary  for the use of it SV Explorer  vessel.  In this fiscal
year, Danepath had charter revenues of $504,000. There was no comparable charter
revenue in the year ago  periods.  The Company  conducted an  expedition  to the
Titanic  wreck site  during the summer of 2000 and  utilized  its vessel in that
operation. An expedition to the Titanic wreck site was not undertaken during the
summer of 2001.

Merchandise and other revenue increased  substantially  from $2,000 to $122,000,
during  the third  quarter  of the 2002  fiscal  year as  compared  to the third
quarter of the 2001 fiscal year, and increased  approximately 2100%, to $321,000
from $15,000 during the first nine months of the 2002 fiscal year as compared to
the first nine months of the 2001 fiscal year.  This  increase is  attributed to
higher  royalties  the  Company  received  and the sale of  catalogs  at Titanic
exhibition sites. Catalogs were not offered in the prior year periods.

The Company's  sale of coal decreased to $2,000 from $10,000,  or  approximately
75% during the third  quarter of the 2002  fiscal  year as compared to the third
quarter of the 2001 fiscal  year,  and  increased  from  $45,000 to $49,000,  or
approximately  9%  during  the first  nine  months  of the 2002  fiscal  year as
compared  to the first nine  months of the 2001 fiscal  year.  This  increase is
largely attributed to marketing efforts for such sales during the current fiscal
year.

During the third quarter of fiscal year 2002 there were no  expedition  expenses
incurred as compared to third  quarter of the 2001  fiscal  year,  although  the
Company has incurred  expedition expenses of $38,000 during this fiscal year for
an operation in the South  Pacific.  In the prior year,  expedition  expenses of
$170,000  were  incurred  for the three month  period and  $689,000 for the nine
month period,  respectively,  in an expedition to the wreck site of the Titanic.
No expedition to the Titanic wreck site occurred in the current fiscal year.

The Company's costs of charters were $80,000 and $177,000, respectively, for the
three and nine month periods ended November 30, 2001.  There were no charters in
the prior year periods as the Company utilized its vessel,  the SV Explorer,  in
the 2000 expedition to the Titanic wreck site.

The Company's  general and  administrative  expenses  increased to $797,000 from
$709,000,  or approximately 12% during the third quarter of the 2002 fiscal year
as  compared to the third  quarter of the 2001 fiscal  year,  and  decreased  to
$2,544,000 from $3,360,000, or approximately 24% during the first nine months of
the 2002  fiscal  year as  compared  to the first nine months of the 2001 fiscal

                                       7
<PAGE>

year. The increase  during the recent quarter ended  November  30,2001  reflects
increased general and administrative costs for its Danepath subsidiary,  despite
continued  reductions  in  such  expenses  in  the  parent  company.  Legal  and
professional fees were reduced over the comparable year ago periods for both the
quarter and nine month periods ended  November 30, 2001.  Legal  expenses in the
prior fiscal year periods included  indemnification  for legal costs for parties
named in the former  management's  lawsuit.  For the nine  months  period  ended
November 30, 2001, legal and professional fees were $879,000 lower than the same
year ago nine month period.

The Company's  depreciation and amortization  expenses  decreased $61,000 or 32%
from $160,000 to $99,000, and $88,000, or 20% from $437,000 to $351,000,  during
the third  quarter and first nine months of the 2002 fiscal year,  respectively,
as  compared  to the  corresponding  periods  of the  2001  fiscal  year.  These
decreases reflect the lower amortization  expenses incurred during these periods
as part of the  acquisition of the Carpathia  Rights and the disposal of certain
intangible assets relating to potential wreck sites.

The Company's loss before  provision for income taxes decreased to $144,000 from
$154,000 or approximately 6% during the third quarter of the 2002 fiscal year as
compared to the same period in fiscal year 2001. During the first nine months of
the 2002 fiscal year the Company experienced a loss of $384,000,  as compared to
income of $694,000 in the  corresponding  period of the 2001 fiscal year.  These
operating  results  reflect  the lower  revenues  obtained in the  licensing  of
Titanic artifacts during the current fiscal year.

The Company's net loss was $143,000,  or $0.01 per share,  for the third quarter
ended in the 2002 fiscal year as compare to a net loss of $149,000, or $0.01 per
share,  in the same quarter in fiscal year 2001. For the nine month period ended
November 30, 2001 of fiscal year 2002 the Company had net loss of  $378,000,  or
$.02 per share, as compared to a net income of $409,000,  or $0.02 per share, in
the previous fiscal year 2001 period.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  was  $369,000 for the nine months ended
November  30, 2001 as  compared to $454,000 in the same prior year period  ended
November 30, 2000.  This decrease in cash used in operating  activities  for the
current year is primarily  attributed to the issuance of common stock to pay for
services  that  offset  the  loss of  $379,000  adjusted  for  depreciation  and
amortization by $351,000.

For the nine months ended November 30, 2001,  cash used in investing  activities
was $200,000 and  represented  purchase of  equipment  for its marine  operating
subsidiary.  In the prior  year  period,  the  Company  incurred  $3,036,000  in
expenditures  for its  expedition  to the Titanic wreck site and the purchase of
its vessel, the SV Explorer and related equipment.

The Company's deficit working capital and stockholders' equity were $648,000 and
$13,586,000,  respectively  at November  30,  2001 as  compared to $854,000  and
$12,751,000, respectively, at February 28, 2001.

Management  plans to continue  with the  exploration  of the Titanic and recover
additional  artifacts  pursuant  to  its  rights  as  salvor-in-possession.   In
addition, with the acquisition of ownership rights to the Carpathia, the Titanic
rescue  ship,  the  Company  expects to benefit  from the  recovery  and sale of
artifacts  from that wreck site.  Management  plans to utilize its  research and
recovery vessel, SV Explorer, for recovery operations on the Carpathia and other
wrecks  and,  to the extent  possible,  continue to charter the vessel as it has
done this fiscal year.

During  May  2001,  the  exhibition  tour  agreement  with a  subsidiary  of SFX
Entertainment,  Inc. was amended.  An extension of this agreement was granted by
the Company to provide for exhibitions to December 2002.

Management  will need to raise  additional  capital in order to  conduct  future
expeditions  to the  Titanic  wreck site.  Future  expeditions  are  required to
maintain the Company's salvor-in-possession status.

                                       8
<PAGE>

In order to maintain its salvor-in-possession  status, the Company may also have
to commence judicial  proceedings  against  third-parties who interfere with the
Company's  rights.  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  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
financing will be available on satisfactory terms.

In connection with its activities  outside of the United States,  the Company is
exposed to the risk of currency  fluctuations  between the United  States dollar
and  certain  foreign  currencies.  If the  value of the  United  States  dollar
increases in relation to 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  November 30, 2001,  the Company
incurred a loss of $5,000  because of changes in the exchange rates with respect
to foreign  currencies  in which the Company  transacts  business.  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 in its
material business transactions 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.

                                       9
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          On October 10, 2001,  the Company  filed a notice of appeal of rulings
          in the  United  States  District  Court for the  Eastern  District  of
          Virginia with the Court of Appeals for the Fourth Circuit.  On October
          23, 2001, the Company filed an amended notice of appeal.  The District
          Court     conducts     proceedings     regarding     the     Company's
          Salvor-in-possession  status for the Titanic  wreck.  In the Company's
          appeal   clarification   is  sought  on  certain   court   established
          limitations  imposed upon the Company  rights as  Salvor-in-Possession
          that both  impede its  operations  as salvor and,  furthermore,  place
          restrictions  on the  disposition  of  artifacts  recovered  from  the
          Titanic  wreck site.  A hearing is  tentatively  scheduled in February
          2002 before the Court of Appeals for the Fourth Circuit.

          There  has been no other  material  change  in the  legal  proceedings
          discussed  in the  Company's  Annual  Report on Form 10-K for the year
          ended February 28, 2001.

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.

          On January 15, 2002 the Company dismissed  Goldstein Golub Kessler LLP
          as the Company's principal  accountant and engaged Kempisty & Company,
          Certified  Public  Accountants,   P.C.,as  its  principal  independent
          accountants  to audit the financial  statements of the Company for the
          year ended February 28, 2002.

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


(a)      EXHIBITS



(b)      REPORTS ON FORM 8-K

         None.

                                       10
<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:   January 16, 2002
                                  By:  /s/ Gerald Couture
                                  -------------------------------------------
                                  Gerald Couture, Vice President, Finance




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