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, 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
January 13, 2003 was 18,550,847.


<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

Item 3.  Controls and Procedures                                           9

                                     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                                                                 12


<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.


<PAGE>

<TABLE>
<CAPTION>


                                                                         RMS TITANIC, INC. AND SUBSIDIARY

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

                                                                         NOVEMBER 30,        FEBRUARY 28,
                                                                            2002                 2002
                                                                        ------------         ------------
                                                                         (unaudited)

<S>                                                                 <C>                 <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                             $     54,000         $    146,000
  Accounts receivable                                                         86,000               40,000
  Prepaid and Refundable income taxes                                      2,133,000            2,261,000
  Prepaid expenses and other current assets                                   59,000               70,000
  Net assets of discontinued operations                                                         1,221,000
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 2,332,000            3,738,000

Artifacts owned, at cost                                                   4,486,000            4,495,000
Salvor's lien                                                                  1,000                1,000

Property and Equipment, net of accumulated depreciation
 of $1,425,000 and $1,209,000, respectively                                  330,000              544,000

Other Receivable                                                           1,000,000                   --
Other Assets                                                                  45,000               61,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $  8,194,000         $  8,839,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $  1,018,000         $    709,000
  Deferred revenue                                                         1,200,000              788,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            2,218,000            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                                                    (10,676,000)          (9,244,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                 5,976,000            7,342,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  8,194,000         $  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         NINE-MONTH            NINE-MONTH
                                                 PERIOD ENDED      PERIOD ENDED        PERIOD ENDED          PERIOD ENDED
                                                 NOVEMBER 30,      NOVEMBER 30,        NOVEMBER 30,          NOVEMBER 30,
                                                    2002               2001               2002                   2001
---------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                 <C>                 <C>                 <C>
Revenue:
  Exhibitions and related
          merchandise sales                   $     483,000       $     693,000       $   1,501,000       $   2,076,000
  Licensing fees                                         --                  --                  --              26,000
  Merchandise and other                              16,000              34,000              98,000             102,000
  Sale of coal                                       26,000               2,000              71,000              49,000
---------------------------------------------------------------------------------------------------------------------------
Total revenue                                       525,000             729,000           1,670,000           2,253,000
---------------------------------------------------------------------------------------------------------------------------
Expenses:
  Cost of coal sold                                  10,000                  --              24,000               5,000
  Cost of merchandise sold                            2,000              13,000              34,000              76,000
  Expedition expense                                     --                  --                  --              38,000
  General and administrative                        628,000             657,000           2,512,000           2,130,000
  Depreciation and amortization                      72,000              80,000             215,000             298,000
  Impairment charge on receivable                   363,000                                 363,000
---------------------------------------------------------------------------------------------------------------------------
Total expenses                                    1,075,000             750,000           3,148,000           2,547,000
---------------------------------------------------------------------------------------------------------------------------

Income (loss) from
    continuing operations                          (550,000)            (21,000)         (1,478,000)           (294,000)

Interest income                                       1,000               1,000              45,000               6,000
---------------------------------------------------------------------------------------------------------------------------

Income (loss) before provision
   for income taxes                                (549,000)            (20,000)         (1,433,000)           (288,000)

Provision for income taxes                               --                  --                  --                  --
---------------------------------------------------------------------------------------------------------------------------
Net income (loss) from continuing
 Operations before discontinued
  Operations                                       (549,000)            (20,000)         (1,433,000)           (288,000)
===========================================================================================================================
Discontinued Operations;
 Loss from operations of Danepath
   subsidiary disposed of:                               --            (129,000)                 --             (90,000)
===========================================================================================================================
Net Income (loss)                            $     (549,000)      $    (149,000)     $   (1,433,000)     $     (378,000)
---------------------------------------------------------------------------------------------------------------------------
Net income (loss)  for basic and
 diluted common  shares from
 continuing operations:                      $        ( .03)      $          --      $         (.08)     $         (.02)
Net income (loss)  for basic and
 diluted common  shares from
 discontinued operations:                    $           --       $         .01      $           --      $           --
Earnings (loss) per common share,
   basic and diluted:                        $        ( .03)      $         .01      $         (.08)     $         (.02)
===========================================================================================================================
Weighted-average number
 of common shares outstanding                    18,675,047          17,896,728          18,596,343          17,896,728
===========================================================================================================================
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                                                                  RMS TITANIC, INC. AND SUBSIDIARY

                                                                              CONSOLIDATED STATEMENT OF CASH FLOWS

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

                  NINE-MONTH PERIOD ENDED NOVEMBER 30,                                 2002                 2001
                                                                                   -----------          -----------
                                                                                   (UNAUDITED)          (UNAUDITED)
<S>                                                                             <C>                  <C>
Cash flows from operating activities:
Net income (loss)                                                                 $ (1,433,000)         $ (378,000)

Less: income from discontinued operations                                                   --             (90,000)
                                                                                   -----------         -----------
Net income (loss) from continuing operations                                        (1,433,000)           (288,000)
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
    Depreciation and amortization                                                      215,000             298,000
    Reduction in artifacts                                                               9,000             105,000
    Issuance of stock for services                                                      35,000             344,000
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                        (46,000)           (138,000)
      Decrease in prepaid and refundable income taxes                                  128,000             420,000
     (Increase) decrease in prepaid expenses
         and other current assets                                                       11,000               7,000
      Decrease(increase) in other assets                                               237,000            (255,000)
      Increase in accounts payable and accrued liabilities                             340,000            (290,000)
      Increase (decrease) in deferred revenue                                          412,000               9,000
                                                                                   -----------         -----------
        TOTAL ADJUSTMENTS                                                            1,342,000             500,000
                                                                                   -----------         -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                           (91,000)             212,000
                                                                                   -----------         -----------
Cash flows used in investing activities:
    Purchases of property and equipment                                                (1,000)             (13,000)
                                                                                   -----------         -----------
        NET CASH USED IN INVESTING ACTIVITIES                                          (1,000)             (13,000)
                                                                                   -----------         -----------
Net (decrease) increase in cash                                                       (92,000)             199,000

Cash and cash equivalents at beginning of period                                      146,000              611,000
                                                                                   -----------         -----------
Cash and cash equivalents at end of period                                          $  54,000          $   810,000
                                                                                   ===========         ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the nine-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
               November  30, 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  November  30,  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  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.

Note 8 -       The note  receivable in the principal  amount of $1,223,000  plus
               accrued  interest  that was received in the sale of Danepath Ltd.
               to Argosy  International  Ltd.  was not paid at its  maturity  on
               October  2,  2002.  As  a  consequence  the  Company  received  a
               cancellation  fee in the form of a note with a one year  maturity
               and the sale of the vessel,  the SV Explorer,  and certain marine
               equipment to a wholly owned UK  subsidiary  of the Company.  As a
               result of this  transaction the Company  recognized an impairment
               charge of $363,000 for the quarter ended November 30, 2002.


                                       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  NOVEMBER 30, 2002 VERSUS THE QUARTER  ENDED  NOVEMBER 30,
2001

FOR THE NINE  MONTHS  ENDED  NOVEMBER  30,  2002  VERSUS THE NINE  MONTHS  ENDED
NOVEMBER 30, 2001

During the third  quarter and the first nine months of its 2003 fiscal year (the
"2003 fiscal year"),  the Company's  revenues  decreased  approximately 28% from
$729,000 to $525,000 and 26% from  $2,253,000 to  $1,670,000,  respectively,  as
compared to the third  quarter and the first nine 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  30%
during the third  quarter  and 27% during  first nine  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  decreased  approximately  53% from  $34,000  to
$16,000,  during the third  quarter of the 2003  fiscal  year as compared to the
third  quarter of the 2002  fiscal  year,  and  decreased  4%, to  $98,000  from
$102,000 during the first nine months of the 2003 fiscal year as compared to the
first nine months of the 2002 fiscal year.  This decrease is attributed to lower
sales this fiscal year of Titanic merchandise at the current year exhibits.

The Company's  sale of coal increased to $26,000 from $2,000,  or  approximately
1300% during the third  quarter of the 2003 fiscal year as compared to the third
quarter of the 2002 fiscal  year,  and 45% from  $49,000 to  $71,000,during  the
first nine  months of the 2003  fiscal year as compared to the first nine months
of the 2002 fiscal year.  This increase is attributed to higher exhibit sales of
coal and coal related  jewelry which has been introduced this fiscal year at the
exhibits.

The Company's  general and  administrative  expenses  decreased to $628,000 from
$657,000,  or  approximately 4% during the third quarter of the 2003 fiscal year
as  compared to the third  quarter of the 2002 fiscal  year,  and  increased  to
$2,512,000 from $2,130,000, or approximately 18% during the first nine months of
the 2003  fiscal  year as  compared  to the first nine months of the 2002 fiscal
year.  For the  quarter,  management  continued  to  reduce  operating  expenses
although  this trend is unlikely  to  continue in light of the heavy  litigation
expense burden the Company is encountering.  For the nine-months  ended November
30, 2002,  the  litigation  settlement  for $388,000 was the primary cause of an
increase  as  compared  to  the  corresponding   year  ago  period.   Legal  and
professional fees were reduced 12% to $214,000 and 5% to $830,000, respectively,
over the  comparable  year ago periods  for the quarter and nine months  periods
ended November 30, 2002. A significant  reduction in consulting fees occurred of
approximately   $113,000  for  the  quarter   ended   November  30,  2002,   but
unfortunately  these were offset by an  approximately  $60,000 increase in legal
expenses for the recent quarter. Legal expenses continue to burden the Company.

The Company's  depreciation  and amortization  expenses  decreased $8,000 or 10%
from $80,000 to $72,000,  and $83,000,  or 28% from $298,000 to $215,000  during
the third  quarter and first nine months of the 2003 fiscal year,  respectively,
as  compared  to the  corresponding  periods  of the  2002  fiscal  year.  These
decreases primarily reflect the elimination of amortization expense during these
periods as a result of the  acquisition of the Carpathia  rights in exchange for
the intangible assets of potential wreck sites that were being amortized.

                                       6
<PAGE>

The Company realized an impairment charge Of $363,000 relating to the obligation
in the sale of Danepath to Argosy  International,  Ltd. The charge  reflects the
difference in the note obligation that was owed the Company from the purchase of
Danepath  and the assets,  namely the vessel,  the SV  Explorer,  and the marine
equipment that was included in that sale transaction,  and the cancellation note
of $250,000 that the Company will receive.

Interest  income was $1,000 and $45,000 for the third  quarter and nine  months,
respectively, of the Company's 2003 fiscal year as compared to $1,000 and $6,000
for the  corresponding  year ago periods.  This increase in interest  income had
represented the obligation from the sale of Danepath Ltd., the Company's  former
subsidiary,  which bears  interest  at 8% per annum until the recent  impairment
charge that was incurred to reflect the default on that obligation.

The  Company's  loss  from  continuing  operations  increased  substantially  to
$549,000  from  $20,000  during  the third  quarter of the 2003  fiscal  year as
compared to the same period in fiscal year 2002.  This  significant  increase is
attributed  both to lower  revenues  coupled with an impairment  charge as noted
above.  During  the  first  nine  months  of the 2003  fiscal  year the  Company
experienced a loss from  continuing  operations of $1,478,000,  as compared to a
loss of  $294,000 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, the settlement of litigation
and the recent impairment charge.

For the prior  year  periods,  the  Company  incurred  a loss from  discontinued
operations of $129,000 and $90,000,  respectively  for the third quarter and the
first nine months of its 2002 fiscal year.  These losses are  attributed  to the
Danepath operation that were sold in the Argosy transaction.

The net loss was  $549,000  for the three  months  ended  November  30,  2002 as
compared  to a net loss of $ 149,000 in the prior year  period.  In the year ago
period ended November 30, 2001 there was a loss from discontinued  operations of
$129,000.  During  the first nine  months of the 2003  fiscal  year the  Company
experienced a net loss of  $1,433,000,  as compared to a loss of $378,000 in the
corresponding period of the 2002 fiscal year.  Similarly,  there was a loss from
discontinued  operations  of $90,000  for the  nine-month  period of a year ago.
Basic income  (loss) per common share for the three months and nine months ended
November  30, 2002 were  ($0.03) and  ($0.08),  respectively,  and the  weighted
average shares outstanding were 18,675,047 and 18,596,343, respectively.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  was $91,000  for the nine months  ended
November 30, 2002 as compared to $212,000 cash provided in operating  activities
in the same prior year period ended  November 30,  2001.  This  decrease in cash
provided in operating activities for the current year is primarily attributed to
a decrease in other  assets  coupled  with  increases  in  accounts  payable and
accrued liabilities and deferred revenues.

For the nine months ended November 30, 2002,  cash used in investing  activities
were $1,000 for furniture and equipment as compared to  expenditures  of $13,000
in the year ago period.

The Company's  net working  capital and  stockholders'  equity were $114,000 and
$5,976,000,  respectively  at November  30, 2002 as compared to  $2,244,000  and
$7,342,000,  respectively,  at February 28, 2002. The Company's  working capital
ratio was 1.1 at November 30, 2002.

The  Company  continues  to  develop  plans  for a  recovery  expedition  to the
Carpathia.  When the expedition  schedule is completed,  management will make an
announcement.

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

                                       7
<PAGE>

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 has 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.

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 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.

The Company is presently confronted with substantial risks and uncertainties.  A
determination has to be made with respect to the Company's  salvor-in-possession
status  before a salvage  award can be granted.  Management  is  uncertain  what
financial outcome may be achieved for a salvage award.

Furthermore,  the  lawsuits in which the Company is now involved  contribute  to
uncertainties regarding the Company's future prospects. Should an adverse ruling
or verdict  occur and if the Company is without  additional  sources of revenue,
the Company may be forced to utilize the protections afforded within the Federal
Bankruptcy Code. In addition, management has consulted with bankruptcy attorneys
to determine if a beneficial  result can be achieved  should the Company seek to
utilize a bankruptcy  action.  The Company has expended  more than $550,000 this
year for the services of attorneys, and in the recent quarter ended November 30,
2002, legal expenses were more than $180,000, which is a higher expenditure rate
than in the recent past.  Management  expects  greater legal  expenditures  will
occur over the next six months.  An evaluation of the Company's  legal situation
is ongoing.  With the  uncertainties  confronting  the Company in both seeking a
salvage  award and its  various  litigations,  a  shareholder  is  cautioned  to
recognize the substantial risks associated with the Company.

                                       8
<PAGE>

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.

Item 3.  Controls and Procedures

Within 90 days prior to the date of filing of this  report,  we  carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive Officer and the Chief Financial  Officer,  of the design and operation
of our disclosure controls and procedures.  Based on this evaluation,  our Chief
Executive  Officer and the Chief Financial Officer concluded that our disclosure
controls and procedures  are effective for  gathering,  analyzing and disclosing
the  information  that we are  required to disclose in the reports we file under
the Securities  Exchange Act of 1934,  within the time periods  specified in the
SEC's  rules and forms.  Our Chief  Executive  Officer  and the Chief  Financial
Officer also concluded that our disclosure controls and procedures are effective
in timely alerting them to material information relating to our company required
to be included in our periodic SEC filings. In connection with the new rules, we
are in the process of further reviewing and documenting our disclosure  controls
and  procedures,  including our internal  controls and  procedures for financial
reporting,  and may from time to time make  changes  designed  to enhance  their
effectiveness  and to ensure that our systems  evolve with our  business.  There
have been no  significant  changes in our internal  controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.

                                       9
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

         In the litigation  initiated by G. Michael Harris,  vs. the Company, a
         trial has been now scheduled to begin April 14, 2003.

         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

10.42 Form of Settlement  Agreement  between  Argosy  International  Ltd and the
Company.

10.43 Form of Stock Pledge Agreement  between Argosy  International  Ltd and the
Company.

10.44 Form of Promissory Note of Argosy International Ltd.

Exhibit  99.1 is the  certification  of the CEO  and the CFO as  required  under
Section 906 of the  Sarbanes-Oxley Act of 2002 (Corporate Fraud Bill), which was
signed into law on July 30, 2002 by President George Bush.


   b)     REPORTS ON FORM 8-K


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

                                       10
<PAGE>

          Form 8-K filed on November 4, 2002 regarding  shareholder  support for
          the  resolution  adopted by the Board of  Directors  of the Company to
          voluntarily end its salvor-in-possession status.

          Form 8-K filed on November 25, 2002 indicating that the relinquishment
          of the  Company's  salvor-in-possession  status  over the wreck of the
          Titanic will be put to a vote of shareholders.


                                       11
<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 21, 2003         By:  /s/ Arnie Geller
                                  -------------------------------------------
                                  Arnie Geller, President


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