--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 10-Q

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

                 For the quarterly period ended August 31, 2005

                        Commission file number: 000-24452

                            PREMIER EXHIBITIONS, INC.
             (Exact name of registrant as specified in its charter)


           Florida                                   20-1424922
           -------                                   ----------
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

3340 Peachtree Road, Suite 2250, Atlanta, GA                    30326
--------------------------------------------                    -----
(Address of principal executive offices)                      (Zip Code)


                                 (404) 842-2600
                                 --------------
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
                                             ---  ---
     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes   No x
                                               ---  ---
     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes   No x
                                               ---  ---
     The  number of  shares  outstanding  of the  registrant's  common  stock on
September 28, 2005 was 23,074,939.

--------------------------------------------------------------------------------
<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<S>     <C>                                                                 <C>
                                                                               Page
                                                                               ----

PART I.  FINANCIAL INFORMATION
         ---------------------


Item 1.           Consolidated Financial Statements                              1
                  ---------------------------------

Item 2.           Management's Discussion and Analysis of
                  ---------------------------------------
                  Financial Condition and Results of Operations                  9
                  ---------------------------------------------

Item 3.           Quantitative and Qualitative Disclosures About Market Risk    16
                  ----------------------------------------------------------

Item 4.           Controls and Procedures                                       17
                  -----------------------


PART II. OTHER INFORMATION
         -----------------


Item 1.           Legal Proceedings                                             17
                  -----------------

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds   19
                  -----------------------------------------------------------

Item 3.           Defaults Upon Senior Securities                               19
                  -------------------------------

Item 4.           Submission of Matters to a Vote of Security Holders           20
                  ---------------------------------------------------

Item 5.           Other Information                                             20
                  -----------------

Item 6.           Exhibits                                                      20
                  --------

Signatures                                                                      21
----------

Index to Exhibits                                                               22
-----------------
</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The consolidated financial statements of Premier Exhibitions, Inc. and
subsidiaries (collectively, the "Company," "we," "us," or "our"), included
herein were prepared in accordance with generally accepted accounting principles
in the United States of America ("GAAP") and pursuant to rules and regulations
of the Securities and Exchange Commission. Because certain information and notes
normally included in complete financial statements prepared in accordance with
GAAP were condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, the consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in our audited financial statements as included in our Annual Report on Form
10-K for the year ended February 28, 2005.

                                       1
<PAGE>

<TABLE>
<CAPTION>

                                        Premier Exhibitions, Inc. and Subsidiaries
                                                Consolidated Balance Sheets

                                                                                         February 28,            August 31,
                                                                                             2005                   2005
                                                                                    ---------------------   --------------------
                                                                                                                 (unaudited)
<S>                                                                             <C>                         <C>
Assets
Current assets:
    Cash and cash equivalents                                                        $         1,258,000     $        2,243,000
    Accounts receivable                                                                        1,057,000                860,000
    Prepaid and refundable taxes                                                                 222,000                 41,000
    Prepaid expenses and other current assets                                                  1,405,000              1,982,000
                                                                                     ---------------------   --------------------
Total current assets                                                                           3,942,000              5,126,000

    Artifacts owned, at cost                                                                   4,476,000              4,477,000
    Salvor's lien                                                                                  1,000                  1,000
    Salvor-in-possession rights                                                                  879,000                879,000
    Property and equipment, net of accumulated depreciation
    of $1,976,000 and $2,134,000, respectively                                                   738,000              1,264,000
    Exhibition licenses, net of amortization of $-0- and $172,000, respectively                        -              3,951,000
    Other assets                                                                                 728,000                123,000
                                                                                     ---------------------   --------------------
                                                                                     $        10,764,000     $       15,821,000
                                                                                     =====================   ====================

Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable and accrued liabilities                                                   1,660,000              1,723,000
    Deferred revenue                                                                           1,000,000                      -
    Notes payable                                                                                425,000              3,223,000
                                                                                     ---------------------   --------------------
Total current liabilities                                                                      3,085,000              4,946,000

Commitments and contingencies                                                                          -                      -

Stockholders' equity:
    Common stock; $.0001 par value; authorized 40,000,000 shares; issued and
      outstanding 22,299,939 and 23,074,939 shares
       at February 28, 2005 and August 31, 2005, respectively                                      2,000                  2,000
    Common stock payable                                                                               -                 96,000
    Additional paid-in capital                                                                20,316,000             21,488,000
    Accumulated deficit                                                                      (12,665,000)           (10,707,000)
    Accumulated other comprehensive income (loss)                                                 26,000                 (4,000)
                                                                                     ---------------------   --------------------
Total stockholders' equity                                                                     7,679,000             10,875,000
                                                                                     ---------------------   --------------------

                                                                                     $        10,764,000     $       15,821,000
                                                                                     =====================   ====================

                        The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

                                                                2
<PAGE>

<TABLE>
<CAPTION>


                                                 Premier Exhibitions, Inc. and Subsidiaries
                                                   Consolidated Statements of Operations
                                                                (unaudited)

                                             Three Months Ended August 31,                      Six Months Ended August 31,
                                    ---------------------------------------------     ---------------------------------------------
                                            2004                      2005                    2004                      2005
                                    -------------------       -------------------     --------------------      -------------------

<S>                                 <C>                       <C>                     <C>                       <C>
Revenue:
      Exhibition and related
       merchandise sales            $         2,290,000       $         3,497,000     $          2,699,000      $         5,890,000
      Merchandise and other                      84,000                   218,000                   52,000                  310,000
      Sale of coal                                7,000                    19,000                   21,000                   66,000
                                    -------------------       -------------------     --------------------      -------------------
Total revenue                                 2,381,000                 3,734,000                2,772,000                6,266,000

Expenses:
      General and administrative              1,106,000                 1,308,000                2,051,000                2,399,000
      Depreciation and amortization             148,000                   255,000                  176,000                  329,000
      Exhibition costs                          966,000                   627,000                1,240,000                1,423,000
      Cost of merchandise sold                   11,000                     6,000                   23,000                   18,000
      Cost of coal sold                           1,000                     1,000                    5,000                    8,000
                                    -------------------       -------------------     --------------------      -------------------
 Total expenses                               2,232,000                 2,197,000                3,495,000                4,177,000

                                    -------------------       -------------------     --------------------      -------------------
Income (loss) from operations                   149,000                 1,537,000                 (723,000)               2,089,000

Other income and expenses:
      Interest income                                 -                         -                    1,000                    4,000
      Interest expense                          (15,000)                  (34,000)                 (19,000)                 (51,000)
      Loss on sale of fixed assets                    -                         -                        -                  (84,000)
                                    -------------------       -------------------     --------------------      -------------------
Total other income and expenses                 (15,000)                  (34,000)                 (18,000)                (131,000)

Income (loss) before provision
 for income taxes                               134,000                 1,503,000                 (741,000)               1,958,000

Provision for income taxes                            -                         -                        -                        -
                                    -------------------       -------------------     --------------------      -------------------
Net income (loss)                               134,000                 1,503,000                 (741,000)               1,958,000

Other comprehensive operations:
      Foreign currency translation                    -                   (30,000)                       -                  (30,000)
                                    -------------------       -------------------     --------------------      -------------------
Net income (loss) after
 other comprehensive operations     $           134,000       $         1,473,000     $           (741,000)     $         1,928,000
                                    ===================       ===================     ====================      ===================

Basic income (loss)
 per common share                   $              0.01       $              0.07     $              (0.04)     $              0.09
                                    ===================       ===================     ====================      ===================

Basic weighted average number of
      common shares outstanding              19,841,431                23,074,939               19,341,391               22,927,113
                                    ===================       ===================     ====================      ===================

Diluted income (loss)
 per common share                   $              0.01       $              0.06     $              (0.04)     $              0.08
                                    ===================       ===================     ====================      ===================

Diluted weighted average number of
      common shares outstanding              19,841,431                25,315,631               19,341,391               25,167,805
                                    ===================       ===================     ====================      ===================

                The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


                                                        3
<PAGE>

<TABLE>
<CAPTION>

                                                Premier Exhibitions, Inc. and Subsidiaries
                                                  Consolidated Statements of Cash Flows
                                                               (unaudited)

                                                                                        Six Months Ended August 31,
                                                                                 ------------------------------------------
                                                                                         2004                   2005
                                                                                 --------------------    ------------------

<S>                                                                              <C>                     <C>
Cash flows from operating activities:
  Net income (loss)                                                              $           (741,000)   $        1,958,000
                                                                                 --------------------    ------------------

         Adjustments to reconcile net income (loss) to net cash provided (used)
           by operating activities:
               Depreciation and amortization                                                  176,000               329,000
               Issuance of common stock for interest expense                                    3,000                     -
               Issuance of common stock in exchange for options                                98,000                     -
               Issuance of common stock for services                                          277,000                     -
               (Increase) decrease in cost of artifacts                                         3,000                (1,000)
               Changes in operating assets and liabilities:
                  (Increase) decrease in accounts receivable                                 (699,000)              198,000
                  (Increase) decrease in prepaid and refundable taxes                               -               181,000
                  (Increase) decrease in prepaid expenses and other current assets           (140,000)             (578,000)
                  (Increase) decrease in other assets                                        (101,000)              607,000
                  Increase (decrease) in deferred revenue                                     305,000            (1,000,000)
                  Increase (decrease) in accounts payable and accrued liabilities             649,000               126,000
                                                                                  --------------------    ------------------
            Total adjustments                                                                 571,000              (138,000)
                                                                                  --------------------    ------------------

                                                                                  --------------------    ------------------
           Net cash provided (used) by operating activities                                  (170,000)            1,820,000
                                                                                  --------------------    ------------------

Cash flows used by investing activities:
           Purchases of property and equipment                                               (898,000)             (683,000)
           Investment in salvor-in-possession rights                                         (421,000)                    -
           Purchase of exhibition license                                                           -            (2,082,000)
                                                                                  --------------------    ------------------
           Net cash used by investing activities                                           (1,319,000)           (2,765,000)
                                                                                  --------------------    ------------------

Cash flows from financing activities:
           Proceeds from notes payable                                                        500,000             2,479,000
           Principal payment on notes payable                                                 (25,000)           (1,083,000)
           Proceeds from warrant exercise                                                           -                64,000
           Proceeds from sale of common stock                                               1,278,000               500,000
                                                                                  --------------------    ------------------
           Net cash provided by financing activities                                        1,753,000             1,960,000
                                                                                  --------------------    ------------------

Effect of exchange rate changes on cash                                                             -                     -

Net increase (decrease) in cash and cash equivalents                                          264,000             1,015,000

Cash and cash equivalents at beginning of period                                              547,000             1,258,000

Effect of exchange rate changes                                                                     -               (30,000)
                                                                                  --------------------    ------------------

Cash and cash equivalents at end of period                                        $           811,000     $       2,243,000
                                                                                  ====================    ==================

Supplemental disclosure of cash flow information:
         Cash paid during the period for interest                                 $            16,000     $          10,000
                                                                                  ====================    ==================

Supplemental schedule of non-cash activities:
         Issuance of common stock to officers for cancellation of options         $         1,179,000     $               -
                                                                                  ====================    ==================

                The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

                                                            4

<PAGE>
                   PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

The accompanying unaudited consolidated financial statements reflect all
adjustments, consisting of only normal recurring items, which in the opinion of
management, are necessary for a fair statement of the results of operations for
the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for the full year or for any
future period.

The preparation of consolidated financial statements in conformity with GAAP
requires management to make estimates, judgments and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to uncollectible
receivables, the useful lives of long-lived assets including property and
equipment, goodwill, income taxes and contingencies. In addition, the Company
uses assumptions when employing the Black-Scholes option valuation model to
estimate the fair value of stock options granted. The Company bases its
estimates of the carrying value of certain assets and liabilities on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, when these carrying values are not readily available
from other sources. Actual results may differ from these estimates.

These consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended February 28, 2005.

Certain  amounts in the prior year's  balance  sheet and statement of cash flows
have been reclassified to conform to the current year presentation.

2. Earnings Per Share Data

Basic per share amounts exclude dilution and are computed using the weighted
average number of common shares outstanding for the period. Unless the effects
are anti-dilutive, diluted per share amounts reflect the potential reduction in
earnings per share that could occur if equity based awards were exercised or
converted into common stock. For the three months and six months ended August
31, 2005 and 2004, basic per share amounts are calculated using the weighted
average number of common shares outstanding during the period.

For the three months and six months ended August 31, 2005 and 2004, diluted per
share amounts are calculated using the weighted average number of common shares
outstanding during the period and, if dilutive, potential common shares
outstanding during the period. Potential common shares include unvested
restricted stock and common shares issuable upon exercise of stock options using
the treasury stock method. The following table sets forth the computation of
basic and diluted net income (loss) per share:

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                  Three months                            Six months
                                                 ended August 31,                       ended August 31,
                                     ------------------------------------   ------------------------------------
                                              2004              2005                 2004              2005
                                     ------------------------------------   ------------------------------------

                                     ------------------------------------   ------------------------------------
<S>                                   <C>             <C>                   <C>              <C>
Net income (loss)                         $ 134,000       $ 1,503,000           $ (741,000)      $ 1,958,000
                                     ====================================   ====================================

Weighted average number of common        19,841,431        23,074,939           19,341,391        22,927,113
  shares outstanding

Common equivalent shares
  representing shares issuable
  upon exercise of outstanding
  warrants and options                            -         2,240,692                    -         2,240,692
                                     ------------------------------------   ------------------------------------
                                         19,841,431        25,315,631           19,341,391        25,167,805
                                     ====================================   ====================================

 Net income (loss) per share:
    Basic                                    $ 0.01            $ 0.07              $ (0.04)           $ 0.09
                                     ====================================   ====================================

    Diluted                                  $ 0.01            $ 0.06              $ (0.04)           $ 0.08
                                     ====================================   ====================================
</TABLE>

3. Financing Arrangements

On April 13, 2005, the Company  entered into a term sheet for a joint venture to
co-produce four exhibitions for four domestic markets with a major entertainment
producer. This undertaking will be finalized in a definitive agreement.  Funding
of  $2,425,000  has been made to the  Company by the joint  venturer.  The joint
venture  partner  provided a $1,000,000  credit  facility to the  Company.  This
credit facility is repayable  quarterly on account of principal in the amount of
$100,000 in 2005  commencing  September 30th and $150,000 in 2006 and thereafter
together  with  interest at the rate of ten percent per annum and  repayable  in
full on September 30, 2006.  These new exhibitions will provide the Company with
minimum exhibition  guarantees and revenue  participation and include provisions
for repayment of the advance  funding.  The Company  provided a general security
interest over its assets as part of this undertaking.

On April 13, 2005, the Company received $500,000 for the purchase of 300,000
shares of the Company's common stock from the joint venturing party as
consideration in the co-production undertaking. The common shares issued in this
transaction at a $1.667 per share price are unregistered securities under the
Securities Act of 1933, as amended (the "Securities Act"), and were issued in
reliance on Section 4(2) of the Securities Act, as the issuance did not involve
a public offering.

On March 7, 2005, the Company, through a newly formed wholly owned subsidiary,
Premier Acquisitions, Inc. ("PAI"), a Nevada corporation, entered into a binding
letter of intent, to acquire all the membership interests in Exhibitions
International, LLC ("EI"), a Nevada LLC. EI held certain exclusive licensing
rights to certain anatomical specimens and exhibitry that would significantly
broaden the Company's offerings in its human anatomy educational exhibition
business. The membership of EI included Mr. Joe Marsh, an individual who owns a
greater than 10% interest in the Company. Mr. Marsh's interest in EI was 17%.

                                       6
<PAGE>

The acquisition of EI was principally funded in two tranches, first on April 25,
2005 and then on May 2, 2005, and was completed as follows: (1) payment of
$1,500,000 by PAI for 100% of the membership interests of EI; (2) the payment of
a certain debt obligation of EI in the amount of $300,000 paid by PAI; (3) the
issuance of 200,000 shares of the Company's common stock, valued at $1.54 per
share; and (4) the issuance of three-year warrants to acquire 300,000 shares of
the Company's common stock, which warrants have respective strike prices of
$1.25 (with respect to 100,000 shares of common stock), $1.50 (with respect to
100,000 shares of common stock), and $1.75 (with respect to 100,000 shares of
common stock).

On May 2, 2005, the Company completed the cash payments for the acquisition of
El, and issued the following securities as further consideration: (1) 200,000
shares of the Company's common stock, valued at $1.54 per share discussed above;
and (2) the three-year warrants discussed above. Mr. Joe Marsh, an owner of more
than 10% of the Company's outstanding common stock, is a recipient of 68,000
shares of this common stock issuance. Mr. Marsh was not issued any warrants.
These securities were issued in reliance on Section 4(2) of the Securities Act,
as the transaction did not involve a public offering.

The fair value of the three-year warrants for EI to acquire 300,000 shares of
the Company's common stock at strike prices of $1.25 (with respect to 100,000
shares of common stock), $1.50 (with respect to 100,000 shares of common stock),
and $1.75 (with respect to 100,000 shares of common stock) is estimated on the
date of grant using the Black-Scholes option-pricing model with the following
assumptions:

Expected life of options:  3 years
Risk-free interest rate:   4.75%
Expected volatility:       100.0%
Expected dividend yield:   $-0-

The estimated value of the warrants is approximately $299,000, which is recorded
in exhibition licenses in the Company's financial statements.

4. Legal Proceedings

On May 17, 2004, the Company appeared before the United States District Court
for the Eastern District of Virginia for a pre-trial hearing to address issues
in preparation for an Interim Salvage Award trial. At that hearing, the Company
informed the court that the United States government has declined the Company's
proposal to transfer the Company's Salvor-in-Possession rights to the
government. The Company confirmed that it intends to retain its
Salvor-in-Possession rights in order to exclusively recover and preserve
artifacts from the wreck site of the Titanic. As a result of that hearing, on
July 2, 2004, the Court rendered an opinion and order that stated the Court will
not recognize the 1993 Proces-Verbal, which granted to the Company all artifacts
recovered from the wreck site during the 1987 expedition, and that the Company
will not be permitted to present evidence at the Interim Salvage Award trial for
the purpose of arguing that it should be awarded title to the Titanic artifacts
under the law of finds. In part, the Court found that the law of finds does not
apply to the Company because it is the salvor-in-possession of the Titanic wreck
and wreck site. The Company has appealed the July 2, 2004 Court Order, which
appeal is now pending in the United States Court of Appeals for the Fourth
Circuit. The Court granted a stay of proceedings on August 2, 2004, which will
delay the Interim Salvage Award trial.

                                       7
<PAGE>

The U.S. Department of State and the National Oceanic and Atmospheric
Administration of the U.S. Department of Commerce are working together to
implement an international treaty with the governments of the United Kingdom,
France and Canada concerning the Titanic wreck site. The U.S. Congress has not
yet passed implementing legislation with respect to this treaty which is
necessary for the treaty to become effective. The Company has raised numerous
objections to the U.S. Department of State regarding the participation of the
U.S. in efforts to reach an agreement governing salvage activities with respect
to the Titanic. The treaty, as drafted, does not recognize the Company's
existing rights in the Titanic. The treaty becomes effective when any two
parties sign and ratify it. At this time it has not become effective.

On April 3, 2000, the Company filed a motion for declaratory judgment in United
States Federal District Court asking that the court declare unconstitutional the
efforts of the U.S. to implement the treaty. On September 15, 2000, the court
ruled that the Company's motion was not ripe for consideration and that the
Company may renew its motion when and if the treaty is agreed to and signed by
the parties, final guidelines are drafted, and Congress passes implementing
legislation. As discussed above, since the treaty is not yet operative, the
Company has not re-filed its motion. The Company expects that whatever the
outcome of this matter, this treaty will have no impact as to artifacts which
have already been recovered by the Company.

                                       8
<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. The information discussed below should be read in conjunction
with the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in our Annual Report on Form 10-K for the year
ended February 28, 2005, as filed with the SEC, which contains additional
information concerning our financial statements.

Overview
--------

Premier   Exhibitions,   Inc.,   formerly  known  as  RMS  Titanic,   Inc.  (the
"Company","me","us",  or "our"),  has been developing and touring museum quality
exhibitions  since 1993. We are a holding  company,  and we operate our business
through wholly-owned subsidiaries. Previously, we conducted our business through
RMS Titanic, Inc., which is now our wholly-owned subsidiary.  RMS Titanic, Inc.,
now operates our Titanic  exhibitions.  RMS Titanic,  Inc. is presently the only
company permitted by law to recover objects from the wreck of the Titanic.

Titanic Exhibitions
-------------------

To date, we have derived most of our revenue from our Titanic exhibitions. The
RMS Titanic ocean liner sank approximately 400 miles off the southern coast of
Newfoundland on April 15, 1912. The wreck lies more than 12,500 feet below the
surface of the Atlantic Ocean. We have obtained oceanic material and scientific
data available in various forms, including still photography, videotape and
artifacts from the wreck site and are utilizing this data and the artifacts for
historical verification, scientific education and public awareness. These
activities generate revenue for us via ticket sales for our multiple museum
quality exhibitions that tour the world, our participation in television
programs about the Titanic, and the sale of Titanic merchandise.

Our Titanic exhibitions have been exhibited in over forty venues throughout the
world, including the United States, France, Greece, Japan, Switzerland, Chile,
Argentina, China, England and other countries. The table below lists our Titanic
exhibition locations during our current quarter:

     o    Whitaker Center, Harrisburg, PA (June 4 - September 18, 2005)
     o    Maryland  Science Center,  Baltimore,  MD (February 12 - September 11,
          2005)
     o    COSI Columbus, Columbus, OH (March 12 - September 5, 2005)
     o    Tropicana Resort & Casino, Las Vegas, NV (March 25 - January 31, 2006)

We anticipate opening the following Titanic exhibitions during this fiscal year:

     o    The Zappion, Athens, Greece (October 2005 - March 2006)
     o    The Queen Mary, Long Beach, CA (November 2005 - April 2006)
     o    St. Louis Science Center,  St. Louis,  Missouri (November 2005 - April
          2006)

Opening dates are tentative. Due to the uncertainties involved in the
development and setup of exhibitions, opening dates and exhibit locations may be
delayed and exhibit locations may be changed.

                                       9
<PAGE>

"Bodies....The Exhibition" and "Bodies Revealed"
------------------------------------------------

We are using  our  experience  in the  exhibition  business  to  conduct  other,
non-Titanic  exhibitions.  On March 7, 2005 we acquired the membership interests
in Arts & Exhibitions  International,  LLC, which enabled us to gain license and
exhibition  rights to twenty whole human body specimens plus  approximately  one
hundred and seventy single human organs (together the "Specimens").  We acquired
an exclusive right to display and use the Specimens for a period of five years.

These Specimens are assembled into an anatomical exhibition featuring preserved
human bodies, and offer the public an opportunity to explore the human body. The
exhibit includes displays of dissected human bodies kept from decaying through a
process called polymer preservation, also known as plastination. In essence, the
bodies are drained of all fat and fluids, which are replaced with polymers such
as silicone rubber, epoxy and polyester. This keeps the flesh from decaying and
maintains its natural look. Skin from the bodies is removed, or partially
removed, to reveal muscular, nervous, circulatory or digestive systems. The full
body specimens are complimented by presentation cases of related individual
organs, both healthy and diseased, that provide a detailed look into the
elements that comprise each system.

Bodies Revealed, which opened in March 2005 in Seoul, South Korea, is the first
non-Titanic related exhibition that we have produced. We are expanding our
exhibition business by presenting additional "Bodies....The Exhibition" and
"Bodies Revealed" exhibitions in 2005. The table below lists our "Bodies....The
Exhibition" and "Bodies Revealed" exhibitions during our current quarter:

     o    Bodies Revealed,  Samsung's  Everland Theme Park,  Seoul,  South Korea
          (March 2005 - November, 2005)
     o    Bodies...The  Exhibition,  MOSI Tampa, Tampa, FL (September - February
          26, 2006)

We intend to announce the opening of additional "Bodies....The Exhibition" and
"Bodies Revealed" exhibitions later this fiscal year.

General
-------

Our principal executive offices are located at 3340 Peachtree Road, N.E, Suite
2250, Atlanta, Georgia, 30326. Our telephone number is (404) 842-2600. The
address of our website is www.rmstitanic.net. Information on our website is not
part of this filing.

RESULTS OF OPERATIONS

THE QUARTER ENDED AUGUST 31, 2005 COMPARED TO THE QUARTER ENDED AUGUST 31, 2004

During the quarter ended August 31, 2005, our revenues increased approximately
57% to $3,734,000 as compared to $2,381,000 in the quarter ended August 31,
2004. This change was principally attributable to an increase in exhibition and
related merchandise sales of approximately 53% to $3,497,000 during the quarter
ended August 31, 2005 as compared to $2,290,000 for the prior year quarter ended
August 31, 2004. The increase in revenues for our second quarter ended August
31, 2005 reflects our direct management of our Titanic Exhibitions that began in
our fiscal year ended February 28, 2005. Our "Bodies....The Exhibition" and
"Bodies Revealed" exhibitions contributed additional revenue for the quarter
ended August 31, 2005.

                                       10
<PAGE>

Merchandise and other revenue increased approximately 160% from $84,000 to
$218,000, during the second quarter ended August 31, 2004 as compared to the
second quarter ended August 31, 2005. These increases are attributed to higher
sales during the quarter ended August 31, 2005 of Titanic merchandise sold
separately from the exhibitions.

Our sale of coal increased to $19,000 from $7,000, or approximately 171%, during
the second quarter ended August 31, 2005 as compared to the second quarter ended
August 31, 2004. This increase is attributed to higher exhibit sales of coal
sold separately. Coal related jewelry is included in general merchandise sales.

We incurred exhibition costs of $627,000 and $966,000 for the second quarters
ended August 31, 2005 and 2004, respectively, as we now conduct our own
exhibitions usually presented at museum venues and thereby we incur costs for
advertising, marketing, promotion and installation and de-installation of
exhibitry and artifacts. We had a decrease in exhibition costs during the
quarter ended August 31, 2005 resulting from lower installation and
de-installation costs attributable to ongoing venues during the period.

Our general and administrative expenses increased to $1,308,000 from $1,106,000,
or approximately 18% during the second quarter ended August 31, 2005 as compared
to the second quarter ended August 31, 2004. This increase is attributed to
increased personnel necessary to organize, administer, and manage our
exhibitions.

Our depreciation and amortization expenses increased $107,000 or 72% to $255,000
during the second quarter ended August 31, 2005 as compared to $148,000 for the
second quarter ended August 31, 2004. These increases primarily reflect
additional investments made in fixed assets for our exhibitions. In addition,
there was an increase in amortization expense associated with amortization of
exhibition licenses of $172,000, which was not present in the quarter ended
August 31, 2004.

We realized income of $1,537,000 from operations during the second quarter ended
August 31, 2005 as compared to income of $149,000 from operations in the same
prior year period. Management attributes this increase in income from operations
to higher revenues from conducting our own exhibitions, despite increases in
operating and general and administrative expenses, as well as to revenue
contributions from our newest exhibitions, "Bodies Revealed" and "Bodies...The
Exhibition." Our limited operating income for the quarter ended August 31, 2004
was primarily attributed to our transition as a licensor of Titanic artifacts to
a direct operator of the Titanic exhibition tours.

We incurred interest expense of $15,000 and $34,000 for the quarters ended
August 31, 2004 and 2005, respectively. Interest expense during the quarter
ended August 31, 2005 primarily pertains to interest accrued on a $1,000,000
credit facility provided by our joint venture partner and a shareholder loan of
$500,000 that was made in anticipation of our capital needs as we transitioned
to the direct management of our exhibitions.

Net income of $1,503,000 was realized for the three months ended August 31, 2005
as compared to net income of $134,000 in the same prior year period. Basic
income per common share for the three months ended August 31, 2005 and 2004 was
$0.07 and $0.01, respectively. The basic weighted average shares outstanding for


                                       11
<PAGE>

the quarters ended August 31, 2005 and 2004 was 23,074,939 and 19,841,431,
respectively. Diluted income per common share for the quarters ended August 31,
2005 and 2004 was $0.06 and $0.01, respectively. The diluted weighted average
shares outstanding for the quarters ended August 31, 2005 and 2004 was
25,315,631 and 19,841,431, respectively.


THE SIX MONTH  PERIOD  ENDED  AUGUST 31, 2005  COMPARED TO THE SIX MONTH  PERIOD
ENDED AUGUST 31, 2004

During the six month period ended August 31, 2005, our revenues increased
approximately 126% to $6,266,000 as compared to $2,772,000 for the six month
period ended August 31, 2004. These changes were principally attributable to
increases in exhibition and related merchandise sales of approximately 118% to
$5,890,000 during the six month period ended August 31, 2005 as compared to
$2,699,000 for the six month period ended August 31, 2004. The increase in
revenues for our six month period ended August 31, 2005 reflects our direct
management of our Titanic Exhibitions that began in our fiscal year ended
February 28, 2005. Our "Bodies....The Exhibition" and "Bodies Revealed"
exhibitions contributed additional revenue for the six month period ended August
31, 2005.

Merchandise and other revenue increased approximately 496% from $52,000 to
$310,000 during the six month period ended August 31, 2004 as compared to the
six month period ended August 31, 2005. This increase is attributed to higher
sales during the six month period ended August 31, 2005 of Titanic merchandise
sold separately from our exhibitions.

Our sale of coal increased to $66,000 from $21,000, or approximately 214% during
the six month period ended August 31, 2005 as compared to the six month period
ended August 31, 2004. This increase is attributed to higher exhibit sales of
coal sold separately. Coal related jewelry is included in general merchandise
sales.

We incurred exhibition costs of $1,423,000 and $1,240,000, respectively, for the
six month period ended August 31, 2005 and 2004, as we now conduct our own
exhibitions usually presented at museum venues and thereby incur costs for
advertising, marketing, promotion and installation and de-installation of
exhibitry and artifacts. Prior to our 2005 fiscal year, those costs were borne
by our licensee that conducted the Titanic exhibitions directly.

Our general and administrative expenses increased to $2,399,000 or approximately
17% during the six month period ended August 31, 2005 as compared to $2,051,000
for the six month period ended August 31, 2004. This increase is attributed to
increased personnel necessary to organize, administer, and manage our
exhibitions.

Our depreciation and amortization expenses increased $153,000 or 87% to $329,000
during the six month period ended August 31, 2005 as compared to $176,000 for
the six month period ended August 31, 2004. The increase primarily reflects
additional investments made in fixed assets for our exhibitions. In addition, in
the six month period ended August 31, 2005, there was an increase in
amortization expense associated with amortization of exhibition licenses of
$172,000, which was not present in the six month period ended August 31, 2004.

We realized income of $2,089,000 from operations during the six month period
ended August 31, 2005 as compared to a loss of $723,000 from operations in the
same prior year period. Management attributes this increase in income from
operations to higher revenues from conducting our own exhibitions, despite


                                       12
<PAGE>

increases in operating and general and administrative expenses, as well as to
revenue contributions from our newest exhibitions, "Bodies Revealed" and
"Bodies...The Exhibition." The operating loss for the six month period ended
August 31, 2004 is primarily attributed to our transition as a licensor of
Titanic artifacts to an operator of our Titanic exhibition tours.

We incurred interest income of $1,000 and $4,000 for the six month periods ended
August 31, 2004 and 2005, respectively. We incurred interest expense of $19,000
and $51,000 for the six month periods ended August 31, 2004 and 2005,
respectively. Interest expense during the six month period ended August 31, 2005
primarily pertains to interest accrued on a $1,000,000 credit facility provided
by our joint venture partner and a shareholder loan of $500,000 that was made in
anticipation of our capital needs as we transitioned to the direct management of
our exhibitions.

Net income of $1,958,000 was realized for the six months ended August 31, 2005
as compared to a net loss of $741,000 in the same prior year period. Basic
income (loss) per common share for the six month periods ended August 31, 2005
and 2004 was $0.09 and ($0.04), respectively. The basic weighted average shares
outstanding for the six month periods ended August 31, 2005 and 2004 was
22,927,113 and 19,341,391, respectively. Diluted income (loss) per common share
for the six month periods ended August 31, 2005 and 2004 was $0.08 and ($0.04),
respectively. The diluted weighted average shares outstanding for the six month
periods ended August 31, 2005 and 2004 was 25,167,805 and 19,341,391,
respectively.


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $1,820,000 for the six months
ended August 31, 2005 as compared to net cash used in operating activities of
$170,000 in the same prior year period ended August 31, 2004.

For the six months ended August 31, 2005, the total cash used in investing
activities was $2,765,000, which included acquisition of property and equipment
of $683,000 and the acquisition of exhibition licenses of $2,082,000.

For the six months ended August 31, 2005, cash provided by financing activities
was $1,960,000 and included advanced exhibit funding of $1,479,000 and a
$1,000,000 credit facility made by our joint venture partner. This credit
facility is repayable quarterly on account of principal in the amount of
$100,000 in 2005 commencing September 30th and $150,000 in 2006 and thereafter
together with interest at the rate of ten percent per annum and repayable in
full on September 30, 2006. In addition, we received $500,000 for the purchase
of 300,000 shares of our common stock from this joint venturer. We also received
approximately $64,000 in cash from the exercise of warrants during the six month
period ended August 31, 2005. In the prior year period, we received a
shareholder loan of $500,000 that provided funding to assist us in our
transition to managing our own exhibitions. This shareholder loan is unsecured
and is for a five-year term with interest at six percent over the prime rate,
and requires quarterly payments of interest and principal.

Our working capital and stockholders' equity was $180,000 and $10,875,000,
respectively, at August 31, 2005.

We conducted our seventh research and recovery expedition to the Titanic wreck
site in our 2005 fiscal year. We were successful in rescuing over 75 important
historic artifacts. We plan on continuing our recovery work by planning future
expeditions to the Titanic wreck-site as we intend to maintain our sole and


                                       13
<PAGE>

exclusive rights as salvor-in-possession as conferred upon us by the U.S.
District Court for the Eastern District of Virginia. Expedition 2004 which took
place in the 2005 fiscal year, departed from Halifax, Nova Scotia, Canada on
August 25, 2004 and for the first time allowed us to rely exclusively on a deep
ocean remotely operated vehicle that permitted the expedition to utilize
round-the-clock underwater operations. The mission objectives for Expedition
2004, in addition to recovering important historical objects and identifying
artifacts for future recovery, were to inspect the wreck-site for alleged harm
caused by previous visitors and, if necessary, we were to establish guidelines
for future visitation which will be released in the future. All of the mission
objectives for Expedition 2004 were met. During the second and third quarters of
the 2005 fiscal year, we spent $747,000 on this expedition and accounted for it
as a cost of our salvor-in-possession right. A previous ruling from the U.S.
District Court for the Eastern District of Virginia, which has jurisdiction over
our salvor activities, declared that our salvor-in-possession right was our
principal asset. There can be no assurance that our salvor-in-possession right
will be maintained, as such right may be impaired as discussed further herein
under "Legal Proceedings."

Although no date has been set for an expedition, management continues to plan to
undertake a recovery operation to the RMS CARPATHIA to recover objects. As we
own this sunken vessel, it is the intent of management to sell and/or exhibit
any items recovered.

We expect that we will require additional outside funding to further implement
our plans to conduct future exhibitions for both Titanic and other newly
developed exhibitions. Previously, we relied upon third parties to conduct
exhibitions under a licensing arrangement. There can be no assurances that
further outside financing will be available when needed upon reasonable terms
and as timely as management may require for the proper conduct of these and
other future endeavors. If such further financing is not available, it could
have a detrimental impact on our business.

We terminated our tour agreement with Clear Channel Exhibits Inc. ("CCE") on
April 25, 2004 and we are now directly conducting exhibitions of Titanic
artifacts with museums and other parties. We no longer receive guaranteed
payments from CCE for exhibition of Titanic artifacts. As a result of our direct
operations, we have incurred substantial expenses for hiring personnel,
purchasing exhibitry, transporting artifacts and exhibitry, administrative
expense and other costs.

Prior to the end of the license agreement with CCE, we purchased for $600,000
and completed payment on all Titanic exhibitry owned by CCE, which included
exhibitry for five complete exhibitions of Titanic artifacts.

We began our own Titanic exhibitions in May 2004. Since then we have
successfully conducted exhibitions in Philadelphia, Pennsylvania; Salt Lake
City, Utah; and Manchester, England, Omaha, Nebraska and Shanghai, China. During
the six month period ended August 31, 2005, we conducted Titanic exhibitions in
Las Vegas, Nevada; Baltimore, Maryland; Columbus, Ohio; and Harrisburg,
Pennsylvania. In addition, we began our new "Bodies Revealed" exhibition in
Blackpool, England which ran from August through October 2004. We are currently
conducting our "Bodies Revealed" and "Bodies...The Exhibition" exhibition in
Seoul, Korea and Tampa, Florida, respectively.

In order to protect our salvor-in-possession status and to prevent third-parties
from salvaging the Titanic wreck and wreck site, or interfering with our rights
and ability to salvage the wreck and wreck site, we may have to commence
judicial proceedings against third-parties. Such proceedings could be expensive


                                       14
<PAGE>

and time-consuming. Additionally, in order to maintain our salvor-in-possession
status we are required to maintain a reasonable presence over the wreck. We may
be required to incur the costs for future expeditions so as to maintain our
salvor-in-possession status. Our ability to undertake future expeditions may be
dependent upon the availability of financing. No assurances can be given that
any financing will be available on satisfactory terms, if at all.


Critical Accounting Policies

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages, but does
not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has elected to account for its
stock-based compensation plans using the intrinsic value method prescribed by
Accounting Procedures Bulletin ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees", and to present pro forma earnings (loss) and per share
information as though it had adopted SFAS No. 123. Under the provisions of APB
Opinion No. 25, compensation cost for stock options is measured as the excess,
if any, of the quoted market price of the Company's common stock at the date of
the grant over the amount an employee must pay to acquire the stock.


Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets" ("SFAS 153") which amends Accounting Principles Board Opinion No. 29,
"Accounting for Nonmonetary Transactions ("APB 29"). SFAS 153 amends APB 29 to
eliminate the fair-value exception for nonmonetary exchanges of similar
productive assets and replace it with a general exception for nonmonetary
exchanges that do not have commercial substance. It is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. This
statement is not anticipated to have a material impact on the Company's
financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment" ("SFAS
123(R)"), which establishes accounting standards for all transactions in which
an entity exchanges its equity instruments for goods and services. SFAS 123(R)
revises SFAS No. 123, "Accounting for Stock-Based Compensation", supersedes
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and amends Financial Accounting Standard No. 95, "Statement of Cash
Flows", SFAS No. 123(R) generally requires the Company to measure the cost of
employee services received in exchange for an award of equity instruments based
on the fair value of the award on the date of the grant. The standard requires
the fair value on the grant date to be estimated using either an option-pricing
model which is consistent with the terms of the award or a market observed
price, if such a price exists. The resulting cost must be recognized over the
period during which an employee is required to provide service in exchange for
the award, which is usually the vesting period. SFAS 123(R) must be adopted no
later than periods beginning after June 15, 2005. The Company has adopted SFAS
123(R) and expects the adoption of SFAS 123(R) will not have a material impact
on its net income and earnings per share.


FORWARD-LOOKING STATEMENTS
--------------------------

Except for historical information contained herein, this Quarterly Report on
Form 10-Q contains forward-looking statements within the meaning of the Private


                                       15
<PAGE>

Securities Litigation Reform Act of 1995 which involve certain risks and
uncertainties. 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 and elsewhere in this Report. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward looking terminology such as "may",
"expect", "will", "anticipate", "estimate", or "continue" or the negative
thereof or other variations thereon or comparable terminology. The Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law. 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the Company's financial
position due to adverse changes in financial market prices and rates. Market
risk exposure is primarily a result of fluctuations in interest rates and
foreign currency exchange rates. The Company does not hold or issue financial
instruments for trading purposes.


Interest Rate Risk

The Company has exposure to market rate risk for changes in interest rates
related to the $500,000 variable interest shareholder loan discussed in Item 2
above. Interest income on our cash, cash equivalents, and short-term investments
is subject to interest rate fluctuations, but the Company believes that the
impact of these fluctuations do not have a material effect on its financial
position due to the short-term nature of any such investments. The Company does
not have significant long-term debt. The Company's interest income and interest
expense are most sensitive to the general level of interest rates in the United
States. Sensitivity analysis is used to measure the Company's interest rate
risk. For the six months ended August 31, 2005, a 100 basis-point adverse change
in interest rates would not have had a material effect on the Company's
consolidated financial position, earnings, or cash flows, as the only interest
expense affected by changes in interest rates is the expense related to the
$500,000 variable interest shareholder loan.


Foreign Currency Risk

The Company conducts a portion of its business activities outside of the United
States, and thereby is exposed to the risk of currency fluctuations between the
United States dollar and certain foreign currency. If the value of the United
States dollar decreases in relation to the foreign currency, the Company's
potential revenue from exhibition and merchandising activities outside of the
United States will be adversely affected. During the quarter ended August 31,
2005, the Company did not incur any material losses because of changes in the
exchange rates with respect to foreign currencies. Although the Company's
financial arrangements with foreign parties may be based upon foreign
currencies, the Company has sought, and will continue to seek where practicable,
to make its financial commitments and understandings based upon the United
States dollar in order to minimize the adverse potential effect of currency
fluctuations.

                                       16
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

a.) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company's
management has evaluated the effectiveness of its disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities
Exchange Act of 1934) as of the end of the period covered by this quarterly
report. Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this
quarterly report, the Company's disclosure controls and procedures are
effective.

b.) Changes in internal control over financial reporting.

There have been no changes in the Company's internal control over financial
reporting during its most recently completed fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Status of International Treaty Concerning Titanic Wreck

The U.S. Department of State and the National Oceanic and Atmospheric
Administration of the U.S. Department of Commerce are working together to
implement an international treaty with the governments of the United Kingdom,
France and Canada concerning the Titanic wreck site. This treaty could impair
our salvor-in-possession rights to the Titanic. We have raised numerous
objections to the U.S. Department of State regarding the participation of the
U.S. in efforts to reach an agreement governing salvage activities with respect
to the Titanic. The treaty, as drafted, does not recognize our existing rights
in the Titanic. The treaty becomes effective when any two parties sign it. At
this time, both the United Kingdom and the U.S. have signed the treaty, so it
has become effective. However, Congress has not yet adopted implementing
legislation for the treaty, so the treaty is not yet operative under U.S. law.

On April 3, 2000, we filed a motion for declaratory judgment in United States
Federal District Court asking that the court declare unconstitutional the
efforts of the U.S. to implement the treaty. On September 15, 2000, the court
ruled that our motion was not ripe for consideration and that we may renew our
motion when and if the treaty is agreed to and signed by the parties, final
guidelines are drafted, and Congress passes implementing legislation. As
discussed above, the treaty has been finalized and is now in effect; but it is
not yet operative because Congress has not adopted implementing legislation, so
it is not yet time for us to consider re-filing our motion. We expect that
whatever the outcome of this matter, the treaty will have no impact as to
artifacts that we have already recovered. We do not know what effect, if any,
this treaty will have on our future operations with respect to the Titanic.

                                       17
<PAGE>

Status of Salvor-in-Possession and Interim Salvage Award Proceedings

On April 12, 2002, the U.S. Court of Appeals for the Fourth Circuit affirmed two
orders of the U.S. District Court in our ongoing salvor-in-possession case.
These orders, dated September 26, 2001 and October 19, 2001, restricted the sale
of the artifacts we recovered from the Titanic wreck site. In its opinion, the
U.S. Court of Appeals for the Fourth Circuit declared ambiguous the June 1994
order of the district court that had awarded ownership to us of all items then
salvaged from the wreck of the Titanic as well as all items to be salvaged in
the future so long as we remained salvor-in-possession. Having found the June
1994 order to be ambiguous, the court of appeals reinterpreted the order to
convey only possession, not title, pending determination of a salvage award. We
petitioned the U.S. Supreme Court to hear our appeal of the April 12, 2002
decision of the court of appeals, however, our petition was denied on October 7,
2002.

On May 17, 2004, we appeared before the United States District Court for the
Eastern District of Virginia for a pre-trial hearing to address issues in
preparation for an interim salvage award trial. At that hearing, we informed the
court that the U.S. government had declined a proposal we made to transfer our
salvor-in-possession rights to the government. We confirmed our intent to retain
our salvor-in-possession rights in order to exclusively recover and preserve
artifacts from the wreck site of the Titanic. In addition, we stated our intent
to conduct another expedition to the wreck site. As a result of that hearing, on
July 2, 2004, the court rendered an opinion and order in which it held that it
would not recognize the 1993 Proces-Verbal, pursuant to which the French
government granted us all artifacts recovered from the wreck site during the
1987 expedition. The court also held that we will not be permitted to present
evidence at the interim salvage award trial for the purpose of arguing that we
should be awarded title to the Titanic artifacts. In part, the court found that
the law of finds does not apply to the Company because it is the
salvor-in-possession of the Titanic wreck and wreck site.

We have appealed the July 2, 2004 Court Order, which appeal is now pending in
the U.S. Court of Appeals for the Fourth Circuit. The court granted a stay of
proceedings on August 2, 2004 that will indefinitely delay the interim salvage
award trial.

Other Legal Proceedings

On April 25, 2002, the Company, our President and Chief Executive Officer and
our former Chief Financial Officer were served with a lawsuit filed by Lawrence
D'Addario, in the U.S. District Court for the Eastern District of Virginia,
Norfolk Division Case No. 2:02cv250. The lawsuit alleges fraud, self-dealing,
mismanagement, diversion and waste of corporate assets by the Company and some
of our officers, directors and shareholders and seeks damages in excess of
$26,000,000. On April 23, 2004, the court dismissed the lawsuit. On May 24,
2004, we received notice that the plaintiff had appealed the dismissal to the
U.S. Court of Appeals for the Fourth Circuit. On February 24, 2005 the appellate
court partially affirmed and partially vacated the dismissal of the case. It
remanded back to the district court for trial the one derivative count alleging
that certain of the officers and directors breached their fiduciary duties to
the Company. Trial of this matter is currently scheduled to begin on October 17,
2005. No determination can be made at this time as to the likely outcome of this
matter or what the consequences could be for us, but we intend to vigorously
defend ourselves in this matter.

On March 22, 2004, the Company, our President and Chief Executive Officer and
our former Chief Financial Officer were served with a lawsuit filed by David
Shuttle and Barbara Shuttle in the U.S. District Court for the Middle District
of Florida. The suit seeks to recover damages in excess of $26,000,000 for the


                                       18
<PAGE>

plaintiffs and all minority shareholders allegedly caused by alleged breaches of
fiduciary duties by some of our directors and officers in connection with an
alleged hostile takeover in November 1999. On March 1, 2005, the court issued an
order granting the plaintiffs' motion to certify this matter as a class action.
The class is defined as all persons who owned shares of RMS Titanic, Inc. as of
November 26, 1999 but who were not members of the group of shareholders who
voted to remove previous officers and directors from their positions with the
company. No determination can be made at this time as to the likely outcome of
this matter or what the consequences could be for us, but we intend to
vigorously defend ourselves in this matter, and we expect to seek recovery of
all costs and expenses in defending this litigation from the plaintiffs once
this matter is adjudicated.

On December 3, 2004 we filed a complaint in the Court of Common Pleas in
Cuyahoga County, Ohio against Gunther Von Hagens, doing business as Body Worlds.
We alleged that the defendant unfairly interfered with our ability to conduct a
Bodies Revealed Exhibition in Cleveland, Ohio and are seeking unspecified
damages. On February 16, 2005, Mr. Von Hagens, through his company Plastination,
Inc., served us with a lawsuit in the United States District Court for the
Northern District of Ohio in which he alleges that we violated his intellectual
property rights with respect to our Bodies Revealed Exhibition. In order to
reduce litigation costs we decided to consolidate the litigation. We voluntarily
dismissed without prejudice our initial lawsuit filed in Cuyahoga County, Ohio
and we filed those same claims as a counterclaim in the Plastination, Inc.
lawsuit pending in federal court. No trial date has been set at this time and no
determination can be made at this time as to the likely outcome of these matters
or what the consequences could be for us, but we intend to vigorously defend
ourselves against the claims of Plastination, Inc. and we likewise intend to
vigorously prosecute the counterclaim.

On May 13, 2005, John Glassey and Donna Andersen filed a complaint against our
wholly owned subsidiary, RMS Titanic, Inc. in the Superior Court of New Jersey,
Atlantic Division. The plaintiffs alleged that RMS Titanic, Inc. owes them
$9,900 plus interest, costs and fees for breach of a contract. No trial date has
been set at this time and no determination can be made at this time as to the
likely outcome of this matter but the Company disputes the claim and intends to
defend RMS Titanic, Inc. at trial.

On June 28, 2005, the Company filed a complaint against G. Michael Harris and D.
Michael Harris in the United States District Court for the District of
Connecticut. The Company was seeking to prevent these defendants from violating
the Company's salvor-in-possession rights and/or from violating two previous
orders of this court which generally prevent the defendants from competing with
the Company. In July 2004, the court denied our motion for injunctive relief,
and shortly thereafter, we decided to voluntarily dismiss our motion.

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, 2005.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

         None.

                                       19
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On March 28, 2005, the holders of a majority of the outstanding shares
         of Common Stock of the Company approved an amendment to the Company's
         Articles of Incorporation to increase the number of authorized shares
         of Common Stock from 30,000,000 shares to 40,000,000 shares. This
         increase in the number of authorized but unissued shares of Common
         Stock was made by the Company pursuant to a definitive information
         statement filed by the Company with the SEC on August 9, 2005.


ITEM 5. OTHER INFORMATION.

         Departure of Directors or Principal  Officers;  Election of Directors;
         Appointment of Principal Officers.

         On July 9, 2005,  Gerald Couture,  the Chief Financial  Officer of the
         Company passed away following a brief battle with cancer.

         On July 13, 2005, the Company's Board of Directors appointed Arnie
         Geller to serve as the Company's interim Chief Financial Officer until
         a search for a permanent replacement for Mr. Couture is completed. Mr.
         Geller, age 64, has been a member of the Company's Board of Directors
         since May 1999 and has served as the Company's President and Chief
         Executive Officer since November 1999. Mr. Geller previously served as
         the Company's President from May 1993 to May 1995. Mr. Geller was a
         self-employed corporate consultant prior to his appointment as our
         President and Chief Executive Officer in November 1999. Mr. Geller
         intends to step down from the position of Chief Financial Officer
         following the completion by the Board of Directors of its search for a
         full-time Chief Financial Officer.


ITEM 6.  EXHIBITS

         See Index to Exhibits.

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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.

                                            PREMIER EXHIBITIONS, INC.


Dated: October 5, 2005                      By:  /s/ Arnie Geller
                                                 ----------------
                                                 Arnie Geller, President,
                                                 Chief Executive Officer and
                                                 Chief Financial Officer



                                       21
<PAGE>




                                INDEX TO EXHIBITS


11.1     Statement re: computation of per share earnings

31.1     Rule 13a-14(a)/15d-14(a) Certification.

32.1     Section 1350 Certification.