##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended November 30, 2007
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
  PREMIER EXHIBITIONS, INC.
  Florida
    
    20-1424922(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3340 Peachtree Road, NE, Suite 2250, Atlanta, GA
    
    30326(Address of principal executive offices)
    
    (Zip Code)
 (404) 842-2600
 
  þ o
  o þ o
 o þ
    1




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##### 



Table of Contents
  
 Page No.Part 1.
    
    Financial InformationItem 1.
    
    Financial Statements
    
    
    3Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    23Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    24Item 5.
    
    Other Information
    
    
    24Item 6.
    
    Exhibits
    
    
    24Signatures
    
    
    25Index to Exhibits
    
    
    26EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 Premier Exhibitions, Inc. and Subsidiaries
Consolidated Balance Sheets
 February 28,
    
    
    November 30,2007
    
    
    2007(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    16,811,000
    
    
    $
    24,000,000Restricted cash
    
    
    
    
    
    
    5,000,000Marketable securities
    
    
    
    
    
    
    1,040,000Accounts receivable, net of allowance for doubtful accounts
of $252,000 and $358,000 respectively
    
    
    3,050,000
    
    
    
    4,093,000Carpathia receivable, related party
    
    
    2,500,000
    
    
    
    2,500,000Prepaid expenses and other current assets
    
    
    2,309,000
    
    
    
    3,506,000Total current assets
    
    
    24,670,000
    
    
    
    40,139,000Artifacts owned, at cost
    
    
    3,091,000
    
    
    
    3,089,000Salvors lien
    
    
    1,000
    
    
    
    1,000Property and equipment, net of accumulated depreciation
of $3,141,000 and $4,197,000, respectively
    
    
    3,620,000
    
    
    
    6,031,000Licenses and other rights, net of accumulated amortization
of $1,407,000 and 2,019,000, respectively
    
    
    3,266,000
    
    
    
    5,782,000Deferred income taxes
    
    
    238,000
    
    
    
    406,000$
    34,886,000
    
    
    $
    55,448,000Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    
    1,450,000
    
    
    
    1,676,000Income taxes payable
    
    
    
    
    
    
    2,391,000Deferred revenue
    
    
    536,000
    
    
    
    Total current liabilities
    
    
    1,986,000
    
    
    
    4,067,000Commitments and contingencies
    
    
    
    
    
    
    Shareholders equity:Common stock; $.0001 par value; authorized 40,000,000 shares;
issued and outstanding 29,004,318 and
30,148,839 shares
at February 28, 2007 and November 30, 2007, respectively
    
    
    3,000
    
    
    
    3,000Common stock payable
    
    
    90,000
    
    
    
    3,000Additional paid-in capital
    
    
    34,252,000
    
    
    
    41,463,000Retained earnings
    
    
    (903,000
    )
    
    
    10,627,000Accumulated other comprehensive loss
    
    
    (129,000
    )
    
    
    (261,000
    )Less treasury stock, at cost; 56,641 and 58,945 shares
at February 28, 2007 and November 30, 2007, respectively
    
    
    (413,000
    )
    
    
    (454,000
    )Total shareholders equity
    
    
    32,900,000
    
    
    
    51,381,000$
    34,886,000
    
    
    $
    55,448,000
  3




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##### Table of Contents



Premier Exhibitions, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
 Three Months Ended November 30,
    
    
    Nine Months Ended November 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenue:Exhibition revenue
    
    $
    7,659,000
    
    
    $
    16,311,000
    
    
    $
    19,006,000
    
    
    $
    42,806,000Merchandise and other
    
    
    262,000
    
    
    
    410,000
    
    
    
    961,000
    
    
    
    1,380,000Sale of coal
    
    
    25,000
    
    
    
    14,000
    
    
    
    81,000
    
    
    
    77,000Total revenue
    
    
    7,946,000
    
    
    
    16,735,000
    
    
    
    20,048,000
    
    
    
    44,263,000Cost of revenue:Exhibition costs
    
    
    1,867,000
    
    
    
    5,172,000
    
    
    
    4,404,000
    
    
    
    12,171,000Cost of merchandise sold
    
    
    30,000
    
    
    
    29,000
    
    
    
    105,000
    
    
    
    228,000Cost of coal sold
    
    
    4,000
    
    
    
    4,000
    
    
    
    10,000
    
    
    
    15,000Total cost of revenue (exclusive of
depreciation
and amortization shown
separately below)
    
    
    1,901,000
    
    
    
    5,205,000
    
    
    
    4,519,000
    
    
    
    12,414,000Gross profit
    
    
    6,045,000
    
    
    
    11,530,000
    
    
    
    15,529,000
    
    
    
    31,849,000Operating expenses:General and administrative
    
    
    2,105,000
    
    
    
    6,934,000
    
    
    
    6,563,000
    
    
    
    12,912,000Depreciation and amortization
    
    
    341,000
    
    
    
    614,000
    
    
    
    1,053,000
    
    
    
    1,668,000Litigation settlement
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    Total operating expenses
    
    
    2,446,000
    
    
    
    7,548,000
    
    
    
    7,966,000
    
    
    
    14,580,000Income from operations
    
    
    3,599,000
    
    
    
    3,982,000
    
    
    
    7,563,000
    
    
    
    17,269,000Other income and expenses:Interest income
    
    
    55,000
    
    
    
    289,000
    
    
    
    107,000
    
    
    
    736,000Interest expense
    
    
    (12,000
    )
    
    
    
    
    
    
    (51,000
    )
    
    
    Other income
    
    
    25,000
    
    
    
    
    
    
    
    36,000
    
    
    
    10,000Total other income and expenses
    
    
    68,000
    
    
    
    289,000
    
    
    
    92,000
    
    
    
    746,000Income before provision for income taxes
    
    
    3,667,000
    
    
    
    4,271,000
    
    
    
    7,655,000
    
    
    
    18,015,000Provision for income taxes
    
    
    1,467,000
    
    
    
    1,541,000
    
    
    
    3,062,000
    
    
    
    6,485,000Net income
    
    $
    2,200,000
    
    
    $
    2,730,000
    
    
    $
    4,593,000
    
    
    $
    11,530,000Net income per share:Basic income per common share
    
    $
    0.08
    
    
    $
    0.09
    
    
    $
    0.17
    
    
    $
    0.39Diluted income per common share
    
    $
    0.07
    
    
    $
    0.08
    
    
    $
    0.15
    
    
    $
    0.35Shares used in basic per share calculations
    
    
    28,310,105
    
    
    
    30,047,900
    
    
    
    27,338,690
    
    
    
    29,660,719Shares used in diluted per share calculations
    
    
    31,881,095
    
    
    
    34,097,129
    
    
    
    30,665,766
    
    
    
    33,303,780
  4




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Premier Exhibitions, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
 Nine Months Ended November 30,2006
    
    
    2007Cash flows from operating activities:Net income
    
    $
    4,593,000
    
    
    $
    11,530,000Adjustments to reconcile net income to net cashprovided (used) by operating activities:Depreciation and amortization
    
    
    1,053,000
    
    
    
    1,668,000Stock based compensation
    
    
    1,499,000
    
    
    
    3,295,000Decrease in cost of artifacts
    
    
    4,000
    
    
    
    Provision for doubtful accounts
    
    
    
    
    
    
    106,000Excess tax benefit on the exercise of employee stock options
    
    
    
    
    
    
    (1,384,000
    )Changes in operating assets and liabilities:(Increase) in accounts receivable
    
    
    (1,564,000
    )
    
    
    (1,149,000
    )Decrease (Increase) in deferred income taxes
    
    
    771,000
    
    
    
    (168,000
    )(Increase) in prepaid expenses and other current assets
    
    
    (1,023,000
    )
    
    
    (1,197,000
    )(Increase) in other assets
    
    
    (9,000
    )
    
    
    Increase (decrease) in deferred revenue
    
    
    71,000
    
    
    
    (536,000
    )Increase in accounts payable and accrued liabilities
    
    
    726,000
    
    
    
    226,000Increase in income taxes payable
    
    
    
    
    
    
    3,739,000Total adjustments
    
    
    1,528,000
    
    
    
    4,600,000Net cash provided by operating activities
    
    
    6,121,000
    
    
    
    16,130,000Cash flows used by investing activities:Purchases of property and equipment
    
    
    (2,146,000
    )
    
    
    (3,465,000
    )Purchase of exhibition licenses
    
    
    
    
    
    
    (2,878,000
    )Purchase of subrogation rights
    
    
    
    
    
    
    (250,000
    )Net decrease in marketable securities
    
    
    
    
    
    
    10,000Purchase of certificate of deposit
    
    
    
    
    
    
    (1,000,000
    )Net cash used by investing activities
    
    
    (2,146,000
    )
    
    
    (7,583,000
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    342,000
    
    
    
    Reduction in marketable securities
    
    
    (570,000
    )
    
    
    Principal payments on notes payable
    
    
    (1,690,000
    )
    
    
    Proceeds from option and warrant exercises
    
    
    1,726,000
    
    
    
    2,391,000Excess tax benefit on the exercise of employee stock options
    
    
    2,219,000
    
    
    
    1,384,000Net cash provided by financing activities
    
    
    2,027,000
    
    
    
    3,775,000Effects of exchange rate changes on cash and cash equivalents
    
    
    45,000
    
    
    
    (133,000
    )Net increase in cash and cash equivalents
    
    
    6,047,000
    
    
    
    12,189,000Cash and cash equivalents at beginning of year
    
    
    4,129,000
    
    
    
    16,811,000Cash and cash equivalents at end of year
    
    $
    10,176,000
    
    
    $
    29,000,000Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    27,000
    
    
    $
    Supplemental disclosure of cash flow information:Cash paid during the period for taxes
    
    $
    
    
    
    $
    2,433,000Supplemental disclosure of non-cash investing and financing
activities:Cashless exercise of stock options
    
    $
    322,000
    
    
    $
    (41,000
    )Supplemental disclosure of non-cash investing and financing
activities:Unrealized loss on marketable securities
    
    $
    
    
    
    $
    10,000
  5




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PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
     2. Earnings Per Share Data
     6




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Three Months Ended November 30,
    
    
    Nine Months Ended November 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Numerator:Net income
    
    $
    2,200,000
    
    
    
    2,730,000
    
    
    $
    4,593,000
    
    
    
    11,530,000Denominator:Basic weighted-average
shares outstanding
    
    
    28,310,105
    
    
    
    30,047,900
    
    
    
    27,338,690
    
    
    
    29,660,719Effect of dilutive stock
options and
warrants
    
    
    3,570,990
    
    
    
    4,049,229
    
    
    
    3,327,076
    
    
    
    3,643,061Diluted weighted-average
shares outstanding
    
    
    31,881,095
    
    
    
    34,097,129
    
    
    
    30,665,766
    
    
    
    33,303,780Net income per share:Basic
    
    $
    0.08
    
    
    
    0.09
    
    
    $
    0.17
    
    
    
    0.39Diluted
    
    $
    0.07
    
    
    
    0.08
    
    
    $
    0.15
    
    
    
    0.35
 3. Equity Transactions
    4. Exhibition License Agreements
  7




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5. Debt
     6. Subsequent Event
  8




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Overview
      9




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Our Exhibitions
 Titanic Exhibitions
  
    
    The Tropicana Resort and Casino, Las Vegas, Nevada (June 1, 2006 to an undetermined
date);
    
    Cincinnati Museum Center at Union Terminal, Cincinnati, Ohio (November 4, 2006
to May 13, 2007);
    
    Atlanta Civic Center, Atlanta, Georgia (November 11, 2006 to May 6, 2007);
    
    Exploration Place, Wichita, Kansas (January 13, 2007 to March 25, 2007);
    
    Turtle Bay Exploration Park, Redding, California (February 24, 2007 to May 28,
2007);
    
    Royal BC Museum, Victoria, British Columbia, Canada (April 14, 2007 to October 14,
2007);
    
    Visual Arts Center of Northwest Florida, Panama City, Florida (May 25, 2007 to
September 3, 2007);
    
    Ontario Science Centre, Toronto, Canada (June 2, 2007 to January 6, 2008);
    
    Denver Museum of Nature & Science, Denver, Colorado (June 22, 2007 to January 6, 2008);
    
    Old City Hall, Lake Charles, Louisiana (October 6, 2007 to January 6, 2008);
    
    Arizona Science Center, Phoenix, Arizona (November 10, 2007 to May 4, 2008); and
    
    Three city European tour:
 
    
    Kiel, Germany (June 16, 2007 to August 12, 2007);
    
    Budapest, Hungary (September 2, 2007 to February 5, 2008); and
    
    Third city, to be announced
  Human Anatomy Exhibitions
   10




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
    
    Bodies...The Exhibition, South Street Seaport, New York, New York (November 19,
2005 to an undetermined date);
    
    Bodies...The Exhibition, The Tropicana Resort and Casino, Las Vegas, Nevada (June
23, 2006 to an undetermined date);
    
    Bodies...The Exhibition, The Shops at Sunset Place, Miami, Florida (September 22,
2006 to March 25, 2007);
    
    Bodies...The Exhibition, 800 Pike Street (across from the Washington State
Convention Center), Seattle, Washington (September 30, 2006 to April 29, 2007);
    
    Bodies...The Exhibition, Beurs van Berlage Concert and Conference Hall, Amsterdam,
The Netherlands (November 25, 2006 to April 14, 2007);
    
    Bodies Revealed, OCA Ibirapuera Park, Sao Paulo, Brazil (February 28, 2007 to July
29, 2007);
    
    Bodies...The Exhibition, The Streets at Southpoint, Durham, North Carolina (April
5, 2007 to an undetermined date);
    
    Bodies...The Exhibition, 1101 Wilson Boulevard (the former Newseum site),
Arlington, Virginia (Washington, D.C. Metro Area) (April 14, 2007 to an undetermined
date);
    
    Bodies...The Exhibition, Palacio dos Condes do Restelo, Lisbon, Portugal (May 5,
2007 to an undetermined date);
    
    Bodies...The Exhibition, Lucerna, Prague, Czech Republic (May 5, 2007 to an
undetermined date);
    
    Bodies...The Exhibition, Westfield UTC, San Diego, California (May 12, 2007 to an
undetermined date);
    
    Bodies...The Exhibition, 9 Treasure Lake Drive, adjacent to the IMAX Entertainment
Complex, Branson, Missouri (June 30, 2007 to an undetermined date);
    
    Bodies...The Exhibition, Easton Market, Columbus, Ohio (June 30, 2007 to an
undetermined date);
    
    Bodies Revealed, Abasto Shopping, Buenos Aries, Argentina (August 15, 2007 to
December 2, 2007);
    
    Bodies...The Exhibition, Carnegie Science Center, Pittsburgh, Pennsylvania
(October 5, 2007 to May 4, 2008);
    
    Bodies...The Exhibition, 500 Cochituate Road, Framingham, Massachusetts (October
27, 2007 to January 20, 2008); and
    
    Bodies...The Exhibition, Las Olas Riverfront, Ft. Lauderdale, Florida (November 3,
2007 to April 27, 2008).
  
    
    Bodies Revealed, 2040 Alta Arden Expressway, Sacramento, California (December 1,
2007 to undetermined date);
    
    Bodies Revealed, G. Wiz, The Science Museum Sarasota, Florida, (December 21, 2007
to undetermined date);
 11




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
    
    Bodies Revealed, Hartford 21 Civic Center, Hartford, Connecticut (December 22,
2007 to undetermined date);
    
    Our Body: The Universe Within, Rochester Museum & Science Center at 657 East
Avenue, Rochester, New York (December 3, 2007 to January 1, 2008);
    
    Our Body: The Universe Within, Detroit Science Center at 5020 John R Street,
Detroit, Michigan (December 3, 2007 to January 6, 2008);
    
    Our Body: The Universe Within, Kirkpatrick Science Air Space Museum d/b/a Omniplex
Science Museum at 2100 N.E. 52nd Street, Oklahoma City, Oklahoma (December
3, 2007 to undetermined date);
    
    Our Body: The Universe Within, Gulf Coast Exploreum Science Center at 65
Government Street, Mobile, Alabama (January 11, 2008 to June 1, 2008);
    
    Bodies...The Exhibition, Cincinnati Museum Center at Union Terminal, Cincinnati,
Ohio (January 26, 2008 to September 1, 2008); and
    
    Our Body: The Universe Within, Witte Museum at 3801 Broadway, San Antonio, Texas
(January 25, 2008 to May 26, 2008).
  Co-Presentation Agreement
   Additional Exhibitions
  12




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Results of Operations




Three Months Ended November 30,
    
    
    Nine Months Ended November 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenue:Exhibition revenues
    
    
    96.4
    %
    
    
    97.5
    %
    
    
    94.8
    %
    
    
    96.7
    %Merchandise and other
    
    
    3.3
    %
    
    
    2.4
    %
    
    
    4.8
    %
    
    
    3.1
    %Sale of coal
    
    
    0.3
    %
    
    
    0.1
    %
    
    
    0.4
    %
    
    
    0.2
    %Total revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenue:Exhibition costs
    
    
    23.5
    %
    
    
    30.9
    %
    
    
    22.0
    %
    
    
    27.5
    %Cost of merchandise sold
    
    
    0.4
    %
    
    
    0.2
    %
    
    
    0.5
    %
    
    
    0.5
    %Cost of coal sold
    
    
    0.1
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Total cost of revenue (exclusive of depreciation
and amortization shown separately below)
    
    
    24.0
    %
    
    
    31.1
    %
    
    
    22.5
    %
    
    
    28.0
    %Gross profit
    
    
    76.0
    %
    
    
    68.9
    %
    
    
    77.5
    %
    
    
    72.0
    %Operating expenses:General and administrative
    
    
    26.5
    %
    
    
    41.4
    %
    
    
    32.7
    %
    
    
    29.2
    %Depreciation and amortization
    
    
    4.3
    %
    
    
    3.7
    %
    
    
    5.3
    %
    
    
    3.8
    %Litigation settlement
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    1.7
    %
    
    
    0.0
    %Total operating expenses
    
    
    30.8
    %
    
    
    45.1
    %
    
    
    39.7
    %
    
    
    33.0
    %Income from operations
    
    
    45.2
    %
    
    
    23.8
    %
    
    
    37.8
    %
    
    
    39.0
    %Other income and expenses:Interest income
    
    
    0.7
    %
    
    
    1.7
    %
    
    
    0.5
    %
    
    
    1.7
    %Interest expense
    
    
    -0.2
    %
    
    
    0.0
    %
    
    
    -0.3
    %
    
    
    0.0
    %Other income
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    0.2
    %
    
    
    0.0
    %Total other income and expenses
    
    
    0.8
    %
    
    
    1.7
    %
    
    
    0.4
    %
    
    
    1.7
    %Income before provision for income taxes
    
    
    46.0
    %
    
    
    25.5
    %
    
    
    38.2
    %
    
    
    40.7
    %Provision for income taxes
    
    
    18.5
    %
    
    
    9.2
    %
    
    
    15.3
    %
    
    
    14.7
    %Net income
    
    
    27.5
    %
    
    
    16.3
    %
    
    
    22.9
    %
    
    
    26.0
    %


The Quarter Ended November 30, 2007 Compared to the Quarter Ended November 30, 2006


13




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14




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The Nine Months Ended November 30, 2007 Compared to the Nine Months Ended November 30, 2006
    15




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16




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Liquidity and Capital Resources


Cash flows from operating activities






As of
    
    
    As ofFebruary 28, 2007
    
    
    November 30, 2007Working capital
    
    $
    22,684,000
    
    
    $
    36,072,000Current ratio
    
    
    12.42
    
    
    
    9.87




17



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Cash flows from investing activities
  Cash flows from financing activities
       18




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
  
    
    Revenue recognition;
    
    Accounts receivables;
    
    Income taxes;
    
    Legal contingencies;
    
    Property and equipment; and
    
    Impairment of long-lived and intangible assets.
 Revenue Recognition
 Exhibition Revenue.
 
    
    persuasive evidence of an exhibition arrangement with a customer exists;
    
    the exhibition is complete and, in accordance with the terms of the arrangement, has
been delivered;
    
    the exhibition period of the arrangement has begun and/or the customer can begin its
exploitation, exhibition or sale;
    
    the arrangement fee is fixed or determinable; and
    
    collection of the arrangement fee is reasonably assured.
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##### Table of Contents



Audio Tour Revenue.
 Merchandise Revenue.
 Sponsorship Revenue.
 Licensing Revenue.
 Accounts Receivable
  Income Taxes
  Legal Contingencies
  20




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##### Table of Contents



Property and Equipment
  Impairment of Long-Lived Assets and Other Intangibles
     Recent Accounting Pronouncements
   21




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##### Table of Contents



Forward-Looking Statements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 22
    Table of Contents   Interest Rate Risk
  Foreign Currency Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
  23
    Table of Contents   
 PART II
 OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
   
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS.
  24




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##### Table of Contents



SIGNATURES
  PREMIER EXHIBITIONS, INC.Dated: January 8, 2008
    By:
    /s/ Arnie GellerArnie Geller, Chairman(Principal Executive Officer) Dated: January 8, 2008
    By:
    /s/ Stephen CoutureStephen Couture, Vice Presidentand Chief Financial Officer
(Principal Financial Officer) 25




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit3.2.1
    
    Bylaws of Premier Exhibitions, Inc., are hereby incorporated by reference from Exhibit 3.2
of Premier Exhibitions, Inc.s Current Report on Form 8-K filed on September 4, 2007.#10.1
    
    Employment Agreement dated September 1, 2007 between Premier Exhibitions, Inc. and Bruce
Eskowitz.10.2
    
    Loan Agreement made as of October 4, 2007 by and between Bank of America, N.A. and Premier
Exhibitions, Inc.10.3
    
    Promissory Note dated October 4, 2007 made by Premier Exhibitions, Inc. in favor of Bank of
America, N.A.10.4
    
    Pledge Agreement made as of October 4, 2007 by Premier Exhibitions, Inc. in favor of Bank of
America., N.A.10.5
    
    Security Agreement dated as of October 4, 2007 between Premier Exhibitions, Inc. and Bank of
America, N.A.#10.6
    
    Employment Agreement dated as of November 27, 2007 by and between Premier Exhibitions, Inc. and Kelli L. Kellar, is
hereby incorporated by reference from Exhibit 99.1 of Premier Exhibitions, Inc.s Current Report on Form 8-K filed on
November 29, 2007.31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.32.1
    
    Section 1350 Certifications.
  26