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 August 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
September 30, 2002 was 18,675,047.


<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                                                 8

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

                                       i
<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 SHEET
=========================================================================================================

                                                                         AUGUST 31,           FEBRUARY 28,
                                                                            2002                 2002
                                                                        ------------         ------------
                                                                         (unaudited)

<S>                                                                   <C>                 <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                             $    493,000         $    146,000
  Accounts receivable                                                         77,000               40,000
  Prepaid and Refundable income taxes                                      2,261,000            2,261,000
  Prepaid expenses and other current assets                                  139,000               70,000
  Net assets of discontinued operations                                                         1,221,000
  Note receivable                                                          1,288,000                   --
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 4,148,000            3,738,000

Artifacts owned, at cost                                                   4,490,000            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                                  401,000              544,000

Other Assets                                                                  45,000               61,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $  9,084,000         $  8,839,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $    923,000         $    709,000
  Deferred revenue                                                         1,636,000              788,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            2,559,000            1,497,000
                                                                        ------------         ------------
Commitments and Contingencies

Stockholders' Equity:
  Common  stock - $.0001 par value;  authorized  30,000,000  shares,  issued and
   outstanding 18,675,047 and 18,550,047 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              16,650,000           16,615,000
  Accumulated comprehensive income                                                --              (31,000)
  Accumulated deficit                                                    (10,128,000)          (9,244,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                 6,525,000            7,342,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  9,084,000         $  8,839,000
                                                                        ============         ============

</TABLE>

See Notes to Consolidated Financial Statements


                                       2
<PAGE>
<TABLE>
<CAPTION>


                                                                                    RMS  TITANIC, INC. AND SUBSIDIARY

                                                                                     CONSOLIDATED STATEMENT OF INCOME
                                                                                                           (UNAUDITED)
======================================================================================================================
                                           THREE-MONTH        THREE-MONTH             SIX-MONTH            SIX-MONTH
                                           PERIOD ENDED       PERIOD ENDED           PERIOD ENDED         PERIOD ENDED
                                            AUGUST 31,          AUGUST 31,             AUGUST 31,           AUGUST 31,
                                              2002                 2001                  2002                  2001
----------------------------------------------------------------------------------------------------------------------

<S>                                 <C>                     <C>                     <C>                <C>
Revenue:
  Exhibitions and related
          merchandise sales           $     534,000           $     865,000           $   1,032,000      $  1,420,000
  Licensing fees                                 --                   2,000                      --            27,000
  Merchandise and other                      41,000                  31,000                  82,000            41,000
  Sale of coal                               20,000                  25,000                  46,000            47,000
----------------------------------------------------------------------------------------------------------------------
Total revenue                               595,000                 923,000               1,160,000         1,535,000
----------------------------------------------------------------------------------------------------------------------

Expenses:
  Cost of coal sold                           6,000                   3,000                   5,000             5,000
  Cost of merchandise sold                   23,000                  25,000                  56,000            74,000
  Expedition expense                             --                   2,000                      --            38,000
  General and administrative              1,136,000                 870,000               1,884,000         1,473,000
  Depreciation and amortization              72,000                  80,000                 143,000           218,000
----------------------------------------------------------------------------------------------------------------------
Total expenses                            1,237,000                 980,000               2,088,000         1,808,000
----------------------------------------------------------------------------------------------------------------------

Income (loss) from
    continuing operations                  (642,000)                (58,000)               (928,000)         (273,000)

Interest income                              31,000                   1,000                  44,000             5,000
----------------------------------------------------------------------------------------------------------------------

Income (loss) from continuing
 Operations before provision
   for income taxes                        (611,000)                (57,000)               (884,000)         (268,000)

Provision for income taxes                       --                      --                      --                --

Net income(loss) from continuing
  operations                         $     (611,000)            $   (57,000)            $  (884,000)       $ (268,000)


Net income (loss) from
 discontinued operations                         --                 146,000                      --            34,000
-----------------------------------------------------------------------------------------------------------------------
Net Income (loss)                    $     (611,000)            $    89,000             $  (884,000)       $ (234,000)

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

     From continuing operations      $         (.03)            $       .00             $      (.05)       $     (.01)
     From discontinued operations    $           --             $       .01             $        --        $       --

Weighted-average number
 of common shares outstanding            18,562,547              18,675,047              18,556,297        17,524,515

</TABLE>

See Notes to Consolidated Financial Statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                                                                  RMS TITANIC, INC. AND SUBSIDIARY

                                                                              CONSOLIDATED STATEMENT OF CASH FLOWS
==================================================================================================================

                  SIX-MONTH PERIOD ENDED AUGUST 31,                                  2002                  2001
                                                                                 -----------            -----------
                                                                                 (UNAUDITED)            (UNAUDITED)
<S>                                                                             <C>                <C>
Cash flows from operating activities:
Net income (loss)                                                               $  (884,000)          $   (234,000)

Less: income from discontinued operations                                                --                 34,000
                                                                                 -----------            -----------
Net income (loss) from continuing operations                                       (884,000)              (268,000)
  Adjustments  to  reconcile  net  income  to net cash  provided  by  (used  in)
    operating activities:
    Depreciation and amortization                                                   143,000                218,000
    Reduction in artifacts                                                            7,000                105,000
    Issuance of stock for services                                                   35,000                344,000
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                     (37,000)              (440,000)
      Decrease in prepaid and refundable income taxes                               111,000                132,000
     (Increase) decrease in prepaid expenses
         and other current assets                                                  (105,000)                15,000
      Decrease(increase) in other assets                                             16,000               (321,000)
      Increase in accounts payable and accrued liabilities                          215,000               (235,000)
      Increase (decrease) in deferred revenue                                       847,000                (77,000)
                                                                                 -----------            -----------
        TOTAL ADJUSTMENTS                                                         1,232,000               (264,000)
                                                                                 -----------            -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                         348,000               (532,000)
                                                                                 -----------            -----------
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                                                     347,000               (532,000)

Cash and cash equivalents at beginning of period                                    146,000                611,000
                                                                                 -----------            -----------
Cash and cash equivalents at end of period                                      $   493,000            $    79,000
                                                                                 ===========            ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the six-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  2001.  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 August
               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 and six month periods
               ended August 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  commenced  negotiations  with SFX to
               modify its licensing agreement for an exclusive worldwide license
               to exhibit the Company's Titanic Artifacts. An extension to renew
               the existing agreement has been granted until December 31, 2003.

Note 5 -       On September 14, 2002, the Board of Directors of the  Corporation
               unanimously adopted a Corporate Resolution providing that (1) the
               Company  has  completed  the salvage  service  that it intends to
               perform  on the  wreck  of the  TITANIC;  (2) the  Company  shall
               voluntarily surrender its status as  salvor-in-possession  of the
               wreck of the TITANIC;  (3) the Company  shall proceed to move the
               United  States  District  Court  for  the  Eastern   District  of
               Virginia,  Norfolk Division, (the "District Court") for the entry
               of a full and final salvage  award  pursuant to the ruling of the
               United  States Court of Appeals for the Fourth  Circuit;  and (4)
               should  the  United  States  Supreme  Court  grant the  Company's
               pending Petition for Certiorari and ultimately  modify or reverse
               the ruling of the Court of Appeals,  the Company shall proceed to
               perfect its ownership  interest in the items  recovered  from the
               TITANIC in accordance with the direction of the Supreme Court. On
               October 1, 2002, the District Court issued an order for a hearing
               regarding  the  Company's  salvor-in-possession  status  and  its
               relinquishment.  On October 7, 2002,  the United  States  Supreme
               Court denied the Company's Petition for Certiorari

Note 6 -       During the quarter  ended  August 31, 2002,  the Company  settled
               litigation with Westgate Entertainment  Corporation and Wayland &
               Chase  Engineering  NV for the payment by the Company of $388,000
               over  a  thirty  month  period  and  the  exchange  of  releases,
               restrictive covenants, and other considerations.

Note 7 -       During the  quarter  ended  August 31 2002,  the  Company  issued
               125,000  shares of common  stock to a  conservator  for  services
               valued at $35,000 or $0.28 per share.

                                       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 QUARTER ENDED AUGUST 31, 2002 VERSUS THE QUARTER ENDED AUGUST 31, 2001

FOR THE SIX MONTHS  ENDED AUGUST 31, 2002 VERSUS THE SIX MONTHS ENDED AUGUST 31,
2001

During the second  quarter and the first six months of its 2003 fiscal year (the
"2003 fiscal year"),  the Company's  revenues  decreased  approximately 35% from
$923,000 to $595,000 and 24% from  $1,535,000 to  $1,160,000,  respectively,  as
compared to the second  quarter and the first six months of its 2002 fiscal year
(the "2002  fiscal  year").  These  changes  were  principally  attributable  to
decreases in  exhibition  and related  merchandise  sales of  approximately  38%
during the second  quarter  and 27% during  first six months of the 2003  fiscal
year,  as compared to the  corresponding  periods of the 2002 fiscal  year.  The
present  level of these  revenues  reflect the current  licensing  agreement  in
effect that has lower guaranteed payments with a revenue sharing provision.

Merchandise  and other  revenue  increased  approximately  32% from  $31,000  to
$41,000,  during the second  quarter of the 2003  fiscal year as compared to the
second  quarter of the 2001 fiscal year,  and  increased  100%,  to $82,000 from
$41,000  during the first six months of the 2003  fiscal year as compared to the
first six months of the 2002 fiscal year.  This increase is attributed to higher
sales this fiscal year of Titanic catalogues that are available at the exhibits.

The Company's sale of coal decreased to $20,000 from $25,000,  or  approximately
20% during the second  quarter of the 2003 fiscal year as compared to the second
quarter of the 2002 fiscal year, and 3% from $47,000 to $46,000,during the first
six months of the 2003  fiscal  year as  compared to the first six months of the
2002 fiscal year.  This decrease is attributed to lower exhibit sales during the
current fiscal year for these products.

The Company's general and  administrative  expenses increased to $1,136,000 from
$870,000, or approximately 31% during the second quarter of the 2003 fiscal year
as compared to the second  quarter of the 2002 fiscal  year,  and to  $1,884,000
from $1,473,000,  or  approximately  28% during the first six months of the 2003
fiscal  year as  compared  to the first six months of the 2002  fiscal  year.  A
litigation  settlement  for $388,000 was the primary  cause of this  increase as
compared to the corresponding year ago period.  Legal and professional fees were
reduced 49% to $149,000 and 2% to $369,000,  respectively,  over the  comparable
year ago periods for the quarter and six months  periods  ended August 31, 2002.
The significant  reduction in legal expenses for the recent quarter reflects the
settlement of two litigation matters that involved the Company.

The Company's  depreciation  and amortization  expenses  decreased $8,000 or 10%
from $80,000 to $72,000,  and $75,000,  or 36% from $218,000 to $143,000  during
the second  quarter and first six months of the 2003 fiscal year,  respectively,
as  compared  to the  corresponding  periods  of the  2002  fiscal  year.  These
decreases  reflect the elimination of amortization  expense during these periods
as a  result  of the  acquisition  of  the  Carpathia  rights  in  exchange  for
intangible assets relating to potential wreck sites that were being amortized.

Interest  income  increased to $31,000 and $44,000 during the second quarter and
six months,  respectively,  of the Company's 2003 fiscal year as compared to the
corresponding year ago periods, primarily as a result of the interest accrual on
the obligation from the sale of Danepath Ltd., the Company's former  subsidiary,
which bears interest at 8% per annum.

The  Company's  loss  from  continuing  operations  increased  substantially  to
$611,000  from  $57,000  during the second  quarter of the 2003  fiscal  year as
compared to the same period in fiscal year 2002.  This  significant  increase is


                                       6
<PAGE>

attributed  both to lower revenues  coupled with higher expenses as noted above.
During the first six months of the 2003 fiscal year the  Company  experienced  a
loss from continuing  operations of $884,000,  as compared to a loss of $268,000
in the  corresponding  period of the 2002 fiscal year.  This higher loss is also
attributed  to lower  revenues  obtained in the  licensing of Titanic  artifacts
during the current  fiscal year and higher  expenses  incurred in the  Company's
business that included the litigation settlement.

The net loss was $611,000 for the three months ended August 31, 2002 as compared
to a net  income of $ 89,000 in the prior  year  period.  In the year ago period
ended August 31, 2001 there was income from discontinued operations of $146,000.
During the first six months of the 2003 fiscal year the  Company  experienced  a
loss from continuing  operations of $884,000,  as compared to a loss of $234,000
in the  corresponding  period of the 2002 fiscal  year.  Similarly,  there was a
profit from  discontinued  operations of $34,000 for the six month period a year
ago.  Basic  income  (loss) per common share for the three months and six months
ended August 31, 2002 were ($0.03) and ($0.05),  respectively,  and the weighted
average shares outstanding were 18,562,547 and 18,556,297, respectively.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash provided in operating  activities was $348,000 for the six months ended
August 31, 2002 as compared to $532,000 used in operating activities in the same
prior year period  ended  August 31,  2001.  This  increase in cash  provided in
operating  activities for the current year is primarily attributed a decrease in
refundable  taxes of  $11,000,  an  increase  in  accounts  payable  and accrued
liabilities of $215,000 and an increase of $847,000 in deferred revenues.

For the six months ended August 31, 2002, cash used in investing  activities was
$1,000 for furniture and there were no expenditures in the year ago period.

The Company's net working capital and  stockholders'  equity were $1,938,000 and
$6,498,000,  respectively  at August 31,  2002 as  compared  to  $2,244,000  and
$7,342,000,  respectively,  at February 28, 2002. The Company's  working capital
ratio was 1.9 at August 31, 2002.

On September  14, 2002,  the Board of Directors of the  Corporation  unanimously
adopted a Corporate  Resolution providing that (1) the Company has completed the
salvage service that it intends to perform on the wreck of the TITANIC;  (2) the
Company shall voluntarily  surrender its status as  salvor-in-possession  of the
wreck of the TITANIC;  (3) the Company  shall  proceed to move the United States
District  Court for the Eastern  District of Virginia,  Norfolk  Division,  (the
"District  Court") for the entry of a full and final salvage  award  pursuant to
the ruling of the United States Court of Appeals for the Fourth Circuit; and (4)
should the United States Supreme Court grant the Company's  pending Petition for
Certiorari and ultimately  modify or reverse the ruling of the Court of Appeals,
the  Company  shall  proceed  to perfect  its  ownership  interest  in the items
recovered  from the  TITANIC in  accordance  with the  direction  of the Supreme
Court.

Among the  considerations  that were reviewed prior to the decision of the Board
of  Directors  of the  Company  were the opinion of the United  States  Court of
Appeals for the Fourth  Circuit  ruling on April 12, 2002 that the Company  does
not own any of the  artifacts  that  it has  recovered  from  the  wreck  of the
TITANIC, but, instead, holds only an inchoate lien in said artifacts;  and that,
unless the Company  intends to seek periodic  awards,  it cannot seek to enforce
its lien against the artifacts until it has completed all of the salvage service
that it intends to perform  and its  salvage  award has been  determined  by the
District  Court;  and that the Company can only obtain title to the artifacts it
has recovered if, in the discretion of the District Court, the salvage award due
the Company cannot be satisfied by sale of the artifacts; and the District Court
has expressly forbidden the Company from cutting into the wreck or detaching any
part of the wreck since July 28,  2000;  and further  there is an  international
convention  pending that will  designate the TITANIC an  international  maritime
memorial and restrict all future  salvage of the wreck.  At the present time the
Company as a  representative  sample of artifacts  from the Titanic debris field
and  furthermore,  has more  artifacts  than are  required for  exhibitions.  In
addition, the maintenance of the Company's  salvor-in-possession status requires
periodic  expeditions  to the Titanic wreck site that would require  substantial
further investment on behalf of the Company and uncertainties  surround what the
District Court may decide is an appropriate financial return for the Company for
any future  expenditures.  Furthermore,  obtaining a salvage  award at this time
would be a prudent  business  decision to provide the Company's  shareholders  a
financial return on their investment.

                                       7
<PAGE>

On  October 7,  2002,  the United  States  Supreme  Court  denied the  Company's
Petition  for  Certiorari,  and  consequently  the Company  will  proceed to the
District Court for its salvage  award.  According to counsel for the Company the
length of time  necessary to complete this process is uncertain and involves may
factors and  considerations.  A monetary award that may be granted for a salvage
lien is subject to, at the very least, the  consideration by a maritime court of
the "Blackwall  factors" which impart  substantial  uncertainty as to the amount
and appropriateness of the award to be granted. These Blackwall factors include:
(1) the labor expended by the salvors in rendering the salvage service.  (2) the
promptitude, skill, and energy displayed in the rendering the service and saving
the property.  (3) the value of the property employed by the salvor in rendering
the service,  and the danger to which such  property  was exposed.  (4) the risk
incurred by the salvor in securing the property  from the impending  peril.  (5)
the  value of the  property  saved.  (6) the  degree of  danger  from  which the
property was rescued.

On October 1, 2002, the District  Court issued an order for a hearing  regarding
the Company's salvor-in-possession status and its relinquishment.

The present situation that the Company is confronted with involves a high degree
of risk and uncertainty.  Management is further uncertain what financial outcome
could be achieved and if such an outcome would be  financially  rewarding to the
shareholders  of  the  Company.   It  is  apparent  to  management  that  future
expeditions to the wreck of the Titanic are an imprudent  expenditure of Company
funds. The opportunity to recover additional  artifacts may only provide a small
incremental  increase in any value to  shareholders as the Company has recovered
some 6000  artifacts  to date and it is  unknown  what  salvage  award  would be
appropriate for all the Company's salvage efforts on the Titanic wreck site.

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.



                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

           During  the  quarter  ended  August 31,  2002,  the  Company  settled
           litigation  with  Westgate  Entertainment  Corporation  and Wayland &
           Chase  Engineering NV for the payment by the Company of $388,000 over
           a thirty  month  period and the  exchange  of  releases,  restrictive
           covenants, and other considerations.

           In the litigation  initiated by Lawrence  D'Addario,  et al vs. Arnie
           Geller, G. Michael Harris,  Joe Marsh,  Gerald Couture,  Nick Cretan,
           Doug Banker and the Company in the United States  District  Court for
           the  Eastern   District  of  Virginia,   Norfolk  Division  Case  No.

                                       8
<PAGE>

           2:02cv250,  the Plaintiff  has, on September 27, 2002,  made a motion
           for  a   preliminary   injunction   to  prohibit   the  Company  from
           relinquishing its salvor-in-possession status. This motion is not, as
           yet,  set  for a  hearing  and is  not  ripe  due  to  jurisdictional
           challenges  and  motions  to  dismiss  which  have been  filed in the
           Eastern District of Virginia.

           On October  7,  2002,  the United  States  Supreme  Court  denied the
           Company's Petition for Certiorari.

           There have been no other  material  changes 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

         99.1 Certification of the Company's Chief Executive Officer

         99.2 Certification of the Company's Chief Financial Officer


(b)      REPORTS ON FORM 8-K

         Form 8-K  filed on July  16,  2002  regarding  settlement  of  Westgate
         Entertainment  Corporation and Wayland & Chase  Engineering  litigation
         settlement.

         Form 8-K filed on September 24, 2002 regarding the  resolution  adopted
         by the  Board  of  Directors  of  the  Company  to  voluntary  end  its
         salvor-in-possession status among other items.


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<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:   October 8, 2002          By:  /s/ Arnie Geller
                                  -------------------------------------------
                                  Arnie Geller, President



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