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 May 31, 2001

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from            to
                                   -----------    ------------

                       Commission file number: 000-24452

                                RMS TITANIC, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)


           Florida                                        59-2753162
           -------                                        ----------
(State or other jurisdiction of                 (IRS Employer Identification No.
incorporation or organization)

3340 Peachtree Road, Suite 1225, Atlanta, GA             30326
--------------------------------------------             -----
(Address of principal executive offices)               (Zip Code)

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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
                                             ---  ---

         The number of shares  outstanding of the  registrant's  common stock on
July 13, 2001 was 18,410,947.



<PAGE>




                                                                          PAGE
                                                                         NUMBER
                                                                         ------
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                                 3

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                     8

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                11

Item 2.  Changes in Securities                                            11

Item 3.  Defaults Upon Senior Securities                                  11

Item 4.  Submission of Matters to a Vote of Security Holders              11

Item 5.  Other Information                                                11

Item 6.  Exhibits and Reports on Form 8-K                                 11

Signatures                                                                12


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The  consolidated  financial  statements of RMS Titanic,  Inc. and  subsidiaries
(collectively,  the "Company"),  included  herein were prepared,  without audit,
pursuant to rules and  regulations of the  Securities  and Exchange  Commission.
Because certain information and notes normally included in financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America were  condensed or omitted  pursuant to such rules and
regulations,  these financial  statements should be read in conjunction with the
financial  statements  and  notes  thereto  included  in the  audited  financial
statements  of the Company as included in the  Company's  Form 10-K for the year
ended February 28, 2001.


                                       3
<PAGE>


<TABLE>
<CAPTION>

                                                                       RMS TITANIC, INC. AND SUBSIDIARIES

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

                                                                           MAY 31,           FEBRUARY 28,
                                                                            2001                 2001
                                                                        ------------         ------------
                                                                         (unaudited)

<S>                                                                    <C>                  <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                             $    663,000         $    623,000
  Accounts receivable                                                         91,000               36,000
  Prepaid and Refundable income taxes                                        559,000              585,000
  Prepaid expenses and other current assets                                  123,000              153,000
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 1,436,000            1,397,000

Artifacts Recovered, at cost                                              12,773,000           11,282,000

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

Property and Equipment, net of accumulated depreciation
 of $1,029,000 and $936,000, respectively                                  1,288,000            1,328,000

Other Assets                                                                  79,000              692,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $ 15,879,000         $ 15,002,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $    597,000         $    703,000
  Common stock to be issued                                                1,174,000              235,000
  Deferred income tax liability                                              110,000               72,000
  Deferred revenue                                                         1,578,000            1,241,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            3,459,000            2,251,000
                                                                        ============         ============

Commitments and Contingencies

Stockholders' Equity:
  Common  stock - $.0001 par value;  authorized 30,000,000  shares,
   issued and outstanding 16,947,928 and 16,947,928 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              15,240,000           15,240,000
  Accumulated other comprehensive operations                                 (39,000)             (31,000)
  Accumulated deficit                                                     (2,783,000)          (2,460,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                12,420,000           12,751,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 15,879,000         $ 15,002,000
                                                                        ============         ============

</TABLE>

See Notes to Consolidated Financial Statements


                                       4
<PAGE>

<TABLE>
<CAPTION>


                                                        RMS TITANIC, INC. AND SUBSIDIARIES

                                                      CONSOLIDATED STATEMENT OF OPERATIONS
==========================================================================================

THREE-MONTH PERIOD ENDED MAY 31,                                2001               2000
                                                            -----------        -----------
                                                             (UNAUDITED)       (UNAUDITED)
<S>                                                        <C>                <C>
Revenue:
  Exhibitions and related merchandise sales                 $   555,000        $ 2,128,000
  Licensing fees                                                 25,000              3,000
  Merchandise and other                                          10,000              3,000
  Sale of coal                                                   22,000             24,000
                                                            -----------        -----------
Total revenue                                                   612,000          2,158,000
                                                            -----------        -----------
Expenses:
  Cost of coal sold                                               2,000              2,000
  Cost of merchandise sold                                       50,000                  -
  General and administrative                                    602,000          1,421,000
  Operating expenses                                             96,000                  -
  Depreciation and amortization                                 154,000            118,000
  Expedition costs                                               34,000            101,000
                                                            -----------        -----------
Total expenses                                                  938,000          1,642,000
                                                            -----------        -----------
Income (loss) from operations                                  (326,000)           516,000

Interest income                                                   3,000             30,000
                                                            -----------        -----------
Income (loss) before provision for income taxes                (323,000)           546,000

Provision for income taxes                                            -            224,000
                                                            -----------        -----------
Net income (loss)                                           $  (323,000)       $   322,000
                                                            ===========        ===========

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

Weighted-average number of common shares outstanding         16,947,928         16,587,128
                                                            ===========        ===========

Net income (loss)                                           $  (323,000)       $   322,000

Other comprehensive operations:
  Foreign currency translation                                   (8,000)                 -

-------------------------------------------------------------------------------------------
Comprehensive net income (loss)                             $  (331,000)       $   322,000
===========================================================================================
</TABLE>


See Notes to Consolidated Financial Statements


                                       5
<PAGE>

<TABLE>
<CAPTION>



                                                         RMS TITANIC, INC. AND SUBSIDIARIES

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

THREE-MONTH PERIOD ENDED MAY 31,                                  2001              2000
                                                              -----------      -----------
                                                              (UNAUDITED)      (UNAUDITED)
<S>                                                         <C>               <C>
Cash flows from operating activities:
  Net income (loss)                                          $  (323,000)      $   322,000
                                                              -----------      -----------
Adjustments  to  reconcile  net  income
 to net cash  provided  by (used  in)
 operating activities:
    Depreciation and amortization                                154,000           118,000
    Reduction in artifacts recovered                               3,000             2,000
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                  (55,000)          132,000
      Decrease in prepaid and refundable income taxes             26,000           154,000
      Decrease in prepaid expenses and other current assets       30,000            14,000
     (Increase) in other assets                                   (1,000)          (15,000)
      Increase in accounts payable and accrued liabilities      (106,000)         (935,000)
      Increase (decrease) in deferred revenue                    337,000           (95,000)
      Increase in deferred tax liability                          38,000                 -
                                                              -----------      -----------
        TOTAL ADJUSTMENTS                                        426,000          (625,000)
                                                              -----------      -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES      103,000          (303,000)
                                                              -----------      -----------
Cash flows used in investing activities:
    Purchases of property and equipment                          (55,000)          (35,000)
    Costs related to planned expedition                                -          (112,000)
                                                              -----------      -----------
        NET CASH USED IN INVESTING ACTIVITIES                    (55,000)         (147,000)
                                                              -----------      -----------
Effect of exchange rate changes on cash                           (8,000)                -
                                                              -----------      -----------
Net (decrease) increase in cash                                   40,000          (450,000)

Cash and cash equivalents at beginning of period                 623,000         3,065,000
                                                              -----------      -----------
Cash and cash equivalents at end of period                   $   663,000       $ 2,615,000
                                                              ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the three-month period for income taxes   $         -       $         -
                                                              ===========      ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

  Common stock issued to acquire assets                      $         -       $   900,000

  Common stock to be issued to acquire assets                $   939,000       $         -

  Artifacts acquired in conversion of intangible assets      $   555,000       $         -
                                                              ===========      ===========
</TABLE>


See Notes to Consolidated Financial Statements

                                       6
<PAGE>


RMS TITANIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)





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

          The  accompanying   consolidated   financial  statements  contain  all
          adjustments  necessary to present fairly the financial position of RMS
          Titanic, Inc. and subsidiaries (collectively, the "Company") as of May
          31, 2001 and their results of operations  and their cash flows for the
          three month periods ended May 31, 2001 and 2000. Results of operations
          for the three  month  period  ended May 31,  2001 are not  necessarily
          indicative  of the results  that may be  expected  for the year ending
          February 28, 2002.

          For  comparability,  certain  February  28,  2001  amounts  have  been
          reclassified,  where appropriate to conform to the financial statement
          presentation used as of May 31, 2001.

Note 2 -  Basic  earnings  (loss) per common  share  ("EPS") is  computed as net
          earnings  (loss)  divided  by the  weighted-average  number  of common
          shares  outstanding  for the  period.  Diluted  EPS  representing  the
          potential  dilution  that could  occur  from  common  shares  issuable
          through stock-based  compensation including stock options,  restricted
          stock  awards,  warrants  and  other  convertible  securities  is  not
          presented  for the three  month  periods  ended May 31,  2001 and 2000
          since there was no dilutive  effect of potential  common shares or the
          dilutive effect is not material.

Note 3 -  In May 2001, the Company  acquired the rights to the shipwreck the RMS
          Carpathia (the "Carpathia"). The Carpathia was the vessel that rescued
          the  survivors  from the Titanic.  The value that was assigned to this
          asset  ($1,494,000)  is the  un-amortized  value of  other  intangible
          assets  purchased  by the  Company in April 2000 from this same entity
          ($555,000),  plus the fair  market  value of  1,104,545  newly  issued
          shares of common stock ($939,000).


Note 4 -  In May 2001, 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 15, 2002.


                                       7
<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 THREE  MONTHS  ENDED MAY 31, 2001 VERSUS THE THREE  MONTHS ENDED MAY 31,
2000

During the first quarter of the Company's 2002 fiscal year, the Company's  total
revenues  decreased  from  $2,158,000  to  $612,000,  or  approximately  72%, as
compared to the corresponding first quarter period in the year 2001 fiscal year.
This  revenue  decrease  is  principally  attributable  to  the  Company  having
substantially  lower exhibition and related merchandise sales of $555,000 during
the  quarter  ended May 31, 2001 as  compared  to  $2,128,000  in the prior year
period.  Other revenues from licensing fees,  merchandise,  and the sale of coal
increased  to $57,000 in the  current  period from  $30,000 in the prior  year's
period.  The Company earned revenues of $22,000 from the sale of coal during the
first three months of its 2002 fiscal  year,  as compared to $24,000 in the same
period of its 2001 fiscal year. The sale of merchandise increased from $3,000 in
the first  quarter  ended May 31, 2000 to $10,000 in the same quarter  ended May
31, 2001. Also,  revenues from licensing fees increased from $3,000 in the first
quarter ended May 31, 2000 to $25,000 in the same quarter ended May 31, 2001.

The Company's  general and  administrative  expenses  decreased to $602,000 from
$1,421,000,  or  approximately  58% during the first  quarter of its 2002 fiscal
year as  compared  to the same  quarter  period of its 2001  fiscal  year.  This
decrease was primarily  attributable to lower legal and professional expenses in
the current period as compared to the prior year three month period, the savings
from consolidation of operating  activities to the Atlanta office, and personnel
reductions  made  in  anticipation  of  lower  revenues  being  realized  in the
Company's artifact licensing agreement.

Operating costs relating to the Company's  operating  subsidiary were $96,000 in
the first quarter  ended May 31, 2001.  These costs are for the operation of its
Danepath  subsidiary  in which the  Company  utilizes  its SV  Explorer  vessel.
Although,  no revenue  was  realized  during this  period,  the vessel was being
outfitted for charter  services that were  contracted for June through August of
2001. As the Danepath  subsidiary was established in June of 2000, there were no
comparable operating expenses in the prior year's first fiscal quarter ended May
31, 2000.

Depreciation and amortization  increased to $154,000,  or approximately 31%, for
the first three months of the Company's 2002 fiscal year as compared to $118,000
for the prior period. This increase is primarily  attributed to the depreciation
of the Company's SV Explorer, its research and recovery vessel.

The Company  incurred  $34,000 in expedition costs for the first three months of
the  Company's  2002 fiscal  year as  compared  to $101,000 in the prior  fiscal
period as the Company  prepared  for its 2000  expedition  to the Titanic  wreck
site.  The present  period costs relate to the  development of the Company's new
research and recovery initiative in an area in the Pacific Ocean.

Interest  income  decreased to $3,000,  or 90%, during the first three months of
the Company's 2002 fiscal year as compared to the first three months of its 2001
fiscal  year,  primarily  as a result of interest on lower cash  balances  being
maintained.

                                       8
<PAGE>


A loss from  operations  was  incurred in the three months ended May 31, 2001 of
$323,000  as  compared to a profit  from  operations  of $546,000  for the three
months ended May 31, 2000. This loss is attributed to a significant  decrease in
income  advanced  from the  exhibition  licensee,  a  decrease  in  general  and
administrative  expense that was not proportional to the revenue decrease and an
operating loss in the Company's new overseas subsidiary.

Net loss was $323,000 for the three months ended May 31, 2001 as compared to net
income of $322,000 in the prior year period.  During the prior year period there
was a provision for income taxes of $224,000.  There was no similar provision in
the current  period  because of the loss,  nor was there a tax benefit  that has
been attributed in the present period.  Basic income (loss) per common share for
the three  months  ended May 31,  2001 was  ($0.02) as  compared to $.02 for the
prior year period.  The weighted average shares  outstanding were 16,947,926 and
16,587,128,  respectively  for the three  months  ended May 31, 2001 and May 31,
2000.



                         LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by (used in) operating activities was $103,000 for the quarter
ended May 31, 2001 as compared to  ($303,000) in the quarter ended May 31, 2000.
This increase in cash provided by operating  activities is primarily  attributed
to the  increase  of  $337,000 in  deferred  revenues  which  offset the loss of
$323,000 adjusted for depreciation and amortization by $154,000 and the increase
in accounts receivables of $55,000 during the quarter.

For the quarter ended  May 31, 2001, cash used in investing  activities  was
$55,000  and  represented   purchase  of  equipment  for  its  marine  operating
subsidiary.  In  the  prior  year  period,  the  Company  incurred  $147,000  in
expenditures for its planned expedition to the Titanic wreck site which included
the purchase of equipment for its marine operating subsidiary.

The Company's deficit working capital and  stockholders'  equity were $2,023,000
and  $12,420,000,  respectively  at May 31, 2001 as  compared  to  $854,000  and
$12,751,000, respectively, at February 28, 2001.

Management  plans to continue  with the  exploration  of the Titanic and recover
additional  artifacts  pursuant  to  its  rights  as  salvor-in-possession.   In
addition, with the acquisition of ownership rights to the Carpathia, the Titanic
rescue ship, the Company is in a unique position to benefit from the recovery of
artifacts  from that wreck site.  Management  plans to utilize its  research and
recovery vessel, SV Explorer, for recovery operations on the Carpathia.

Management expects that it will be able to arrange for the financial resources,
to properly execute its strategic plan, although no assurances can be given that
it will be successful in such endeavors. The Company will need to supplement its
working  capital  to meet  its  planned  needs  over  the  next  twelve  months.
Management will seek various funding opportunities over the near term.

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

In order to protect its salvor-in-possession status and to prevent third-parties
from  salvaging  the  Titanic  wreck and wreck  site,  or  interfering  with the
Company's  rights and ability to salvage  the wreck and wreck site,  the Company
may  have  to  commence  judicial   proceedings  against   third-parties.   Such
proceedings could be expensive and time-consuming. Additionally, the Company, in
order to maintain its salvor-in-possession status, needs to, among other things,
maintain a reasonable  presence at the wreck through periodic  expeditions.  The
Company  will be  required  to incur the costs for future  expeditions  so as to


                                       9
<PAGE>

maintain its  salvor-in-possession  status.  The Company's  ability to undertake
future  expeditions  may be dependent  upon the  availability  of financing from
various  sources.  No  assurances  can be  given  that  such  financing  will be
available on satisfactory terms.

In connection with its activities  outside of the United States,  the Company is
exposed to the risk of currency  fluctuations  between the United  States dollar
and certain foreign currency. If the value of the United States dollar increases
in relation to the foreign  currency,  the  Company's  potential  revenues  from
exhibition  and  merchandising  activities  outside of the United States will be
adversely affected.  During the quarter ended May 31, 2001, the Company incurred
a loss of $8,000  because  of  changes in the  exchange  rates  with  respect to
foreign  currencies  in which  the  Company  transacts  business.  Although  the
Company's financial  arrangements with foreign parties may be based upon foreign
currencies,  the  Company  has  sought  and  will  continue  to seek to base its
financial  commitments and  understandings  upon the United States Dollar in its
material business transactions so as to minimize the adverse potential effect of
currency fluctuations.

Except for historical  information  contained  herein,  this Quarterly Report on
Form 10-Q contains forward-looking  statements within the meaning of the Private
Securities  Reform Act of 1995 which  involve  certain  risks and  uncertainties
including,  without  limitation,  the Company's  needs,  as discussed  above, to
obtain  additional  financing in order to achieve its objectives and plans.  The
Company's   actual  results  or  outcomes  may  differ   materially  from  those
anticipated.  Important  facts  that  the  Company  believes  might  cause  such
differences  are  discussed  in  the  cautionary  statements   accompanying  the
forward-looking  statements  as well as in the  risk  factors  discussed  in the
Company's  Annual  Report on Form 10-K.  Although the Company  believes that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance  that the  forward-looking  statements  contained in this Report
will prove to be accurate. In light of the significant uncertainties inherent in
the   forward-looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  of the Company or any
other such person that the objectives and plans of the Company will be achieved.


                                       10
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES.

          None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

          None.

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

          None.

ITEM 5. OTHER INFORMATION.

          None.

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


     (a)  EXHIBITS

          None.


     (b)  REPORTS ON FORM 8-K

          None.


                                       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:   July 20, 2001
                                  /s/ Gerald Couture
                                  -----------------------
                                  By: Gerald Couture
                                      Vice President, Finance


                                       12