##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 31, 2011
 or
 o
    
    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
 PREMIER EXHIBITIONS, INC.
  Florida
    
    20-1424922(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)3340 Peachtree Road, NE, Suite 900, Atlanta, GA
    
    30326(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES
 QUARTERLY PERIOD ENDED MAY 31, 2011
 TABLE OF CONTENTS
 Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 4. Controls and Procedures
    
    
    30PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    31Item 1A Risk Factors
    
    
    31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 6. Exhibits
    
    
    32Exhibit 31.1Exhibit 31.2Exhibit 32.1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 Premier Exhibitions, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
 May 31,2011
    
    
    February 28,(Unaudited)
    
    
    2011ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,707
    
    
    $
    3,764Certificates of deposit and other investments
    
    
    804
    
    
    
    807Accounts receivable, net of allowance for doubtful accounts
of $1,044
    
    
    1,493
    
    
    
    2,419Merchandise inventory, net of reserve
of $50 and $15, respectively
    
    
    684
    
    
    
    752Notes receivable, net of allowance for doubtful accounts
of $425
    
    
    
    
    
    
    200Deferred income taxes
    
    
    175
    
    
    
    175Income taxes receivable
    
    
    358
    
    
    
    358Prepaid expenses
    
    
    880
    
    
    
    1,107Other current assets
    
    
    60
    
    
    
    136Total current assets
    
    
    9,161
    
    
    
    9,718Artifacts owned, at cost
    
    
    3,003
    
    
    
    3,011Salvors lien
    
    
    1
    
    
    
    1Property and equipment, net of accumulated depreciation
of $16,323 and $15,376, respectively
    
    
    12,019
    
    
    
    12,620Exhibition licenses, net of accumulated amortization
of $5,969 and $5,861, respectively
    
    
    2,879
    
    
    
    2,987Film and gaming assets, net of accumulated amortization
of $175
    
    
    2,994
    
    
    
    2,994Subrogation rights
    
    
    250
    
    
    
    250Total Assets
    
    $
    30,307
    
    
    $
    31,581LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    4,529
    
    
    $
    5,951Deferred revenue
    
    
    1,603
    
    
    
    2,596Total current liabilities
    
    
    6,132
    
    
    
    8,547Long-Term liabilities:Lease abandonment
    
    
    2,846
    
    
    
    3,014Deferred income taxes
    
    
    175
    
    
    
    175Total long-term liabilities
    
    
    3,021
    
    
    
    3,189Commitment and ContingenciesShareholders equity:Common stock; $.0001 par value; authorized 65,000,000 shares;
issued 48,397,222 and 48,205,661 shares, respectively;
outstanding 47,395,213 and 47,203,652 shares, respectively
    
    
    5
    
    
    
    5Additional paid-in capital
    
    
    58,543
    
    
    
    58,356Accumulated deficit
    
    
    (29,982
    )
    
    
    (31,085
    )Accumulated other comprehensive loss
    
    
    (436
    )
    
    
    (455
    )Less treasury stock, at cost; 1,002,009 shares
    
    
    (7,190
    )
    
    
    (7,190
    )Equity Attributable to Shareholders of Premier Exhibitions, Inc.
    
    
    20,940
    
    
    
    19,631Equity Attributable to Non-controlling interest
    
    
    214
    
    
    
    214Total liabilities and shareholders equity
    
    $
    30,307
    
    
    $
    31,581
   3




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##### Table of Contents



Premier Exhibitions, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
 Three Months Ended May 31,2011
    
    
    2010Revenue:Exhibition revenue
    
    $
    8,671
    
    
    $
    10,233Merchandise and other
    
    
    1,053
    
    
    
    828Total revenue
    
    
    9,724
    
    
    
    11,061Cost of revenue:Exhibition costs
    
    
    3,848
    
    
    
    6,116Cost of merchandise sold
    
    
    338
    
    
    
    202Total cost of revenue (exclusive of depreciation
and amortization shown separately below)
    
    
    4,186
    
    
    
    6,318Gross profit
    
    
    5,538
    
    
    
    4,743Operating expenses:General and administrative
    
    
    3,412
    
    
    
    4,930Depreciation and amortization
    
    
    1,055
    
    
    
    1,303Net loss on disposal of assets
    
    
    
    
    
    
    29Total operating expenses
    
    
    4,467
    
    
    
    6,262Income (loss) from operations
    
    
    1,071
    
    
    
    (1,519
    )Other income
    
    
    7
    
    
    
    11Income (loss) before income taxes
    
    
    1,078
    
    
    
    (1,508
    )Provision for income taxes
    
    
    
    
    
    
    (12
    )Net income (loss)
    
    
    1,078
    
    
    
    (1,520
    )Less: Net loss attributable to non-controlling interest
    
    
    25
    
    
    
    33Net income (loss) attributable to the shareholders of Premier
    
    $
    1,103
    
    
    $
    (1,487
    )Net income (loss) per share:Basic income (loss) per common share
    
    $
    0.02
    
    
    $
    (0.03
    )Diluted income (loss) per common share
    
    $
    0.02
    
    
    $
    (0.03
    )Shares used in basic per share calculations
    
    
    47,240,449
    
    
    
    46,749,831Shares used in diluted per share calculations
    
    
    47,962,112
    
    
    
    46,749,831
   4




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Premier Exhibitions, Inc.
Condensed Consolidated Statements of Cash Flow
(in thousands)
(unaudited)
 Three Months Ended May 31,2011
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    1,078
    
    
    $
    (1,520
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,055
    
    
    
    1,303Lease abandonment
    
    
    (168
    )
    
    
    (188
    )Stock-based compensation
    
    
    182
    
    
    
    126Allowance for doubtful accounts
    
    
    
    
    
    
    58Net loss on disposal of assets
    
    
    
    
    
    
    (29
    )Changes in operating assets and liabilities:Decrease (increase) in accounts receivable
    
    
    926
    
    
    
    (305
    )Decrease in merchandise inventory, net of reserve
    
    
    68
    
    
    
    79Decrease in notes receivable
    
    
    200
    
    
    
    Decrease (increase) in prepaid expenses
    
    
    227
    
    
    
    (745
    )Decrease in
artifacts owned
    
    
    
    
    
    
    7Increase in other assets
    
    
    76
    
    
    
    171Decrease in income taxes receivable
    
    
    
    
    
    
    54Decrease in deferred revenue
    
    
    (993
    )
    
    
    (203
    )(Decrease) increase in accounts payable and accrued liabilities
    
    
    (1,422
    )
    
    
    593Total adjustments
    
    
    151
    
    
    
    921Net cash provided by (used in) operating activities
    
    
    1,229
    
    
    
    (599
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (346
    )
    
    
    (321
    )Purchase of exhibition licenses
    
    
    
    
    
    
    (300
    )Marketable
securities
    
    
    
    
    
    
    4Decrease in artifacts
    
    
    8
    
    
    
    Non-controlling investment in consolidated joint venture
    
    
    25
    
    
    
    Net cash used in investing activities
    
    
    (313
    )
    
    
    (617
    )Cash flows from financing activities:Proceeds from option and warrant exercises
    
    
    5
    
    
    
    30Net cash provided by financing activities
    
    
    5
    
    
    
    30Effects of exchange rate changes on cash and cash equivalents
    
    
    22
    
    
    
    (19
    )Net increase (decrease) in cash and cash equivalents
    
    
    943
    
    
    
    (1,205
    )Cash and cash equivalents at beginning of period
    
    
    3,764
    
    
    
    10,339Cash and cash equivalents at end of period
    
    $
    4,707
    
    
    $
    9,134Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    
    
    
    $
    3Cash paid during the period for taxes
    
    $
    28
    
    
    $
    68Supplemental disclosure of non-cash investing and financing activities:Unrealized loss on marketable securities
    
    $
    3
    
    
    $
    11Receivable from non-controlling interest
    
    $
    
    
    
    $
    324
   5




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PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Background and Basis of Presentation
 Description of Business
    Basis of Presentation
  Significant Accounting Policies
   6




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Use of Estimates
  Reclassifications
  Recent Accounting Pronouncements
 Recently Adopted
  Recently Issued
 Presentation of Comprehensive Income
  
    
    One-statement approach: Present the components of net income and total net
income, the components of OCI and a total for OCI, along with the total of
comprehensive income in a single continuous statement.
 
    
    Two-statement approach: Present the components of net income and total net
income in the statement of net income. A statement of OCI would immediately follow
the statement of net income and include the components of OCI and a total for OCI,
along with the total of comprehensive income
  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs
   7




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##### Table of Contents



2. Income (loss) Per Share Data
   Three Months Ended May 31,2011
    
    
    2010Numerator:Net income (loss) attributable to shareholders (in thousands)
    
    $
    1,103
    
    
    $
    (1,487
    )Denominator:Basic weighted-average shares outstanding
    
    
    47,240,449
    
    
    
    46,749,831Effect of dilutive stock options and warrants
    
    
    721,663
    
    
    
    Diluted weighted-average shares outstanding
    
    
    47,962,112
    
    
    
    46,749,831Net income (loss) per share:Basic
    
    $
    0.02
    
    
    $
    (0.03
    )Diluted
    
    $
    0.02
    
    
    $
    (0.03
    )
  Three Months Ended May 31,2011
    
    
    2010Warrants
    
    
    60,000
    
    
    
    1,316,417Stock options
    
    
    1,446,698
    
    
    
    1,480,032Total
    
    
    1,506,698
    
    
    
    2,796,449
  8




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##### Table of Contents



3. Total Comprehensive Income (Loss)
  Three Months Ended May 31,2011
    
    
    2010Net income (loss) attributable to the shareholders of Premier
    
    $
    1,103
    
    
    $
    (1,487
    )Other comprehensive income (loss):Unrealized loss on marketable securities
    
    
    (3
    )
    
    
    (11
    )Net foreign currency translation gain (loss)
    
    
    22
    
    
    
    (19
    )Total comprehensive income (loss)
    
    $
    1,122
    
    
    $
    (1,517
    )
 4. Assets Related to 2010 Expedition to Titanic Wreck Site
   May 31, 2011
    
    
    Februrary 28, 20113D film
    
    $
    1,719
    
    
    $
    1,7193D exhibitry
    
    
    759
    
    
    
    7592D documentary
    
    
    565
    
    
    
    565Gaming application
    
    
    886
    
    
    
    886Expedition web point of presence
    
    
    317
    
    
    
    317Total expedition costs capitalized
    
    
    4,246
    
    
    
    4,246Less: Accumulated amortization
    
    
    175
    
    
    
    175Accumulated depreciation
    
    
    79
    
    
    
    53Expedition costs capitalized, net
    
    $
    3,992
    
    
    $
    4,018
      9




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##### Table of Contents



5. Non-controlling Interest
    Total
    
    
    50% S2BNCosts
    
    
    PortionLicense fees paid
    
    $
    650
    
    
    $
    325Expenses paid
    
    
    190
    
    
    
    95Total
    
    
    840
    
    
    
    420License fees reimbursed by S2BN
    
    
    
    
    
    
    (275)Expenses reimbursed by S2BN
    
    
    
    
    
    
    (93)Receivable balance at February 28, 2011
    
    
    
    
    
    
    52First quarter 2012 activity:License fees paid
    
    
    50
    
    
    
    25Expenses paid
    
    
    
    
    
    
    Total
    
    
    50
    
    
    
    25License fees reimbursed by S2BN
    
    
    
    
    
    
    (75)Expenses reimbursed by S2BN
    
    
    
    
    
    
    (2)Receivable balance at May 31, 2011
    
    
    
    
    
    $
    
 6. Stock Repurchase
  7. Legal Proceedings and Contingencies
 Status of Salvor-in-Possession and Interim Salvage Award Proceedings
 RMS Titanic, Inc. v. The Wrecked and
Abandoned Vessel, et al., in rem
  10




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amicus curiae in specie in specie in specie
 in specie
 in-specie in-specie in-specie
  11




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##### Table of Contents



in-specie
 Status of International Treaty Concerning the Titanic Wreck
    Other Litigation
   12




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##### Table of Contents



RMS Titanic,
Inc. v. Citywest Productions and H.S.S. Trading as the Mansfield Group,
   Proposed Legislation and Government Inquiries
     13




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##### Table of Contents



Revenue Examinations
   8. Purchase and Registration Rights Agreements
     14




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##### Table of Contents




    
    issues or sells any debt or equity securities that
are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of common
stock either (A) at a conversion price, exercise price or
exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for the shares of common stock at any time after the initial
issuance of such debt or equity securities, or (B) with a
conversion, exercise or exchange price that is subject to
being reset at some future date after the initial issuance
of such debt or equity security or upon the occurrence of
specified or contingent events directly or indirectly
related to our business or the market for the common stock;
or
    
    enters into any agreement, including, but not
limited to, an equity line of credit, whereby it may sell
securities at a future determined price.
  9. Subsequent Events
 Appointment of Executive Officer
   15




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This report contains information that may constitute forward-looking statements. Generally,
the words believe, expect, intend, estimate, anticipate, project, will and similar
expressions identify forward-looking statements, which generally are not historical in nature.
However, the absence of these words or similar expressions does not mean that a statement is not
forward-looking. All statements that address operating performance, events or developments that we
expect or anticipate will occur in the future  including statements relating to revenue growth,
improvements to margin and earnings per share growth, and statements expressing general views about
future operating results  are forward-looking statements. Management believes that these
forward-looking statements are reasonable as and when made. However, such statements are dependent
upon, and can be influenced by, a number of external variables over which management has little or
no control, including but not limited to, general economic conditions, public tastes and demand,
competition, the availability of venues, the results of certain legal matters described herein,
governmental regulation and the efforts of co-sponsors and joint venture participants. As a
result, caution should be taken not to place undue reliance on any such forward-looking statements.
Our Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Forward-looking statements should not be relied upon as a guarantee of future performance or
results, nor will they necessarily prove to be accurate indications of the performance that is
ultimately achieved. As a result, actual outcomes and results may differ materially from those
expressed in forward-looking statements.
    www.prxi.com www.rmstitanic.net www.expeditiontitanic.com www.bodiestheexhibition.com www.bodiestickets.com www.titanictix.com www.bodiesrevealed.com
 Overview
   16




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Stationary
    
    
    Touring
    
    
    TotalBodies...The Exhibition and
Bodies Revealed
    
    
    3
    
    
    
    6
    
    
    
    9Titanic: The Artifact Exhibiton
    
    
    1
    
    
    
    6
    
    
    
    7Dialog in the Dark
    
    
    1
    
    
    
    
    
    
    
    1Total Exhibitions
    
    
    5
    
    
    
    12
    
    
    
    17
         17




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Exhibitions
 Titanic: The Artifact Exhibition
   18




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Titanic Expeditions
   2010 Expedition to Titanic Wreck Site
    19




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##### Table of Contents



May 31, 2011
    
    
    Februrary 28, 20113D film
    
    $
    1,719
    
    
    $
    1,7193D exhibitry
    
    
    759
    
    
    
    7592D documentary
    
    
    565
    
    
    
    565Gaming application
    
    
    886
    
    
    
    886Expedition web point of presence
    
    
    317
    
    
    
    317Total expedition costs capitalized
    
    
    4,246
    
    
    
    4,246Less: Accumulated amortization
    
    
    175
    
    
    
    175Accumulated depreciation
    
    
    79
    
    
    
    53Expedition costs capitalized, net
    
    $
    3,992
    
    
    $
    4,018
        20




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##### Table of Contents



Science, Archaeology and Conservation Related to the Titanic and Titanic Artifacts
  Bodies...The Exhibition and Bodies Revealed
   21




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Dialog in the Dark
  Other Exhibitions
   22




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Total
    
    
    50% S2BNCosts
    
    
    PortionLicense fees paid
    
    $
    650
    
    
    $
    325Expenses paid
    
    
    190
    
    
    
    95Total
    
    
    840
    
    
    
    420License fees reimbursed by S2BN
    
    
    
    
    
    
    (275
    )Expenses reimbursed by S2BN
    
    
    
    
    
    
    (93
    )Receivable balance at February 28, 2011
    
    
    
    
    
    
    52First quarter 2012 activity:License fees paid
    
    
    50
    
    
    
    25Expenses paid
    
    
    
    
    
    
    Total
    
    
    50
    
    
    
    25License fees reimbursed by S2BN
    
    
    
    
    
    
    (75
    )Expenses reimbursed by S2BN
    
    
    
    
    
    
    (2
    )Receivable balance at May 31, 2011
    
    
    
    
    
    $
    
  Merchandising
  Information Regarding Exhibitions Outside the United States
   23




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Results of Operations
 The Quarter Ended May 31, 2011 Compared to the Quarter Ended May 31, 2010
  Analysis of Condensed Consolidated Statements of OperationsPercent Change2011May 31,
    
    
    May 31,
    
    
    vs.2011
    
    
    2010
    
    
    2010(In thousands except percentages and per share data)Revenue
    
    $
    9,724
    
    
    $
    11,061
    
    
    
    (12.1
    )%Cost of revenue (exclusive of depreciation and amortization)
    
    
    4,186
    
    
    
    6,318
    
    
    
    (33.7
    )%Gross profit
    
    
    5,538
    
    
    
    4,743
    
    
    
    16.8
    %Gross profit as a percent of revenue
    
    
    57.0
    %
    
    
    42.9
    %Operating expenses
    
    
    4,467
    
    
    
    6,262
    
    
    
    (28.7
    )%Income (loss) from operations
    
    
    1,071
    
    
    
    (1,519
    )
    
    
    170.5
    %Other income
    
    
    7
    
    
    
    11
    
    
    
    (36.4
    )%Income (loss) before income tax
    
    
    1,078
    
    
    
    (1,508
    )
    
    
    171.5
    %Provision for income taxes
    
    
    
    
    
    
    (12
    )
    
    
    (100.0
    )%Effective tax rate
    
    
    0.0
    %
    
    
    0.8
    %Net income (loss)
    
    
    1,078
    
    
    
    (1,520
    )
    
    
    (170.9
    )%Less: Net loss attributable to non-controlling interests
    
    
    25
    
    
    
    33
    
    
    
    (24.2
    )%Net income (loss) attributable to the shareholders of Premier
    
    $
    1,103
    
    
    $
    (1,487
    )
    
    
    (174.2
    )%Net income (loss) per share:Basic income (loss) per share
    
    $
    0.02
    
    
    $
    (0.03
    )Diluted net income (loss) per share
    
    $
    0.02
    
    
    $
    (0.03
    )
 Revenue.
 Revenue (in thousands)2011
    
    
    2010Exhibition RevenueAdmissions revenue
    
    $
    7,613
    
    
    $
    9,096Non-refundable license fees for current
exhibitions
    
    
    1,058
    
    
    
    1,137Total Exibition revenue
    
    
    8,671
    
    
    
    10,233Merchandise and Other
    
    
    1,053
    
    
    
    828Total Revenue
    
    $
    9,724
    
    
    $
    11,061Key Non-financial MeasurementsNumber of venues presented
    
    
    17
    
    
    
    24Operating days
    
    
    1,213
    
    
    
    1,314Attendance (in thousands)
    
    
    669
    
    
    
    754Average attendance per operating day
    
    
    551
    
    
    
    574
   24




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Cost of revenue.
 Cost of Revenue(in thousands, except percentages)Percent2011vs.2011
    
    
    2010
    
    
    2010Exhibition costsProduction
    
    $
    367
    
    
    $
    767
    
    
    
    (52.2
    )%Operating Expenses
    
    
    2,863
    
    
    
    3,564
    
    
    
    (19.7
    )%Marketing
    
    
    618
    
    
    
    1,785
    
    
    
    (65.4
    )%3,848
    
    
    
    6,116
    
    
    
    (37.1
    )%Exhibition expense as percent of exhibition revenue
    
    
    44.4
    %
    
    
    59.8
    %Cost of merchandise
    
    
    338
    
    
    
    202
    
    
    
    67.3
    %Cost of merchandise as percent of merchandise
revenue
    
    
    32.1
    %
    
    
    24.4
    %Total
    
    $
    4,186
    
    
    $
    6,318
    
    
    
    (33.7
    )%Cost of revenue as a percent of total revenue
    
    
    43.0
    %
    
    
    57.1
    %
   Gross profit.
  Operating expenses.
  25




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##### Table of Contents



Income (loss) from operations.
 Provision for income taxes.
 Net income (loss).
 Income (loss) per share
 Three Months Ended May 31,2011
    
    
    2010Basic weighted-average shares outstanding
    
    
    47,240,449
    
    
    
    46,749,831Effect of dilutive stock options and warrants
    
    
    721,663
    
    
    
    Diluted weighted-average shares outstanding
    
    
    47,962,112
    
    
    
    46,749,831
 Liquidity and Capital Resources
  Liquidity
 Selected cash flow information:
 Three Months Ended May 31,2011
    
    
    2010Net cash provided by (used in) operating activities
    
    $
    1,229
    
    
    $
    (599
    )Net cash used in investing activities
    
    
    (313
    )
    
    
    (617
    )Net cash provided by financing activities
    
    
    5
    
    
    
    30Effects of exchange rate changes on cash and cash
equivalents
    
    
    22
    
    
    
    (19
    )Net increase (decrease) in cash and cash equivalents
    
    $
    943
    
    
    $
    (1,205
    )
  26




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##### Table of Contents



Selected balance sheet data:
 As ofMay 31,
    
    
    February 28,2011
    
    
    2011Cash and cash equivalents
    
    $
    4,707
    
    
    $
    3,764Certificates of deposit and other investments
    
    
    804
    
    
    
    807Working capital
    
    
    3,029
    
    
    
    1,171Total assets
    
    
    30,307
    
    
    
    31,581Total shareholders equity
    
    
    20,940
    
    
    
    19,631
 Operating Activities.
   As ofMay 31, 2011
    
    
    February 28, 2011Working
capital (in thousands)
    
    
    3,029
    
    
    
    1,171Current ratio
    
    
    1.49
    
    
    
    1.14
 Investing Activities.
 Financing Activities.
 Capital Resources
 Purchase and Registration Rights Agreements
   27




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##### Table of Contents




    
    issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive
additional shares of common stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for the shares
of common stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the
initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly
related to our business or the market for the common stock; or
    
    enters into any agreement, including, but not limited to, an equity
line of credit, whereby it may sell securities at a future determined
price.
  Capital requirements.
 Contractual Obligations
   28




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##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Recent Accounting Pronouncements
 Recently Adopted
  Recently Issued
 Presentation of Comprehensive Income
  
    
    One-statement approach: Present the components of net income and total net
income, the components of OCI and a total for OCI, along with the total of
comprehensive income in a single continuous statement.
 
    
    Two-statement approach: Present the components of net income and total net
income in the statement of net income. A statement of OCI would immediately follow
the statement of net income and include the components of OCI and a total for OCI,
along with the total of comprehensive income
  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs
   29




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##### Table of Contents



Item 4.
    
    Controls and Procedures.
    30




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##### Table of Contents



PART II  OTHER INFORMATION
  
 Item 1.
    
    Legal Proceedings.
  
 Item 1A. Risk Factors.
  The sale of our common stock to LPC may cause dilution and the sale of the shares of common
stock acquired by LPC could cause the price of our common stock to decline.
  We have recently filled a key vacant management position and our failure to successfully adapt
to changes in key management, and/or our inability to fill other vacant key positions, may
adversely affect our business.
    31




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer
Purchases of Equity Securities
 Maximum number(or approximateTotal number of
    
    
    dollar value) ofshares (or units)
    
    
    shares (or units) thatTotal number of
    
    
    
    
    
    
    purchased as part of
    
    
    may yet beshares (or units)
    
    
    Average price paid
    
    
    publicly announced
    
    
    purchased under thePeriod
    
    purchased
    
    
    per share (or unit)
    
    
    plans or programs(1)
    
    
    plans or programs(1)(a)
    
    
    (b)
    
    
    (c)
    
    
    (d)July 1, 2010 through July 31, 2010
    
    
    14,367
    
    
    
    $ 1.18
    
    
    
    14,367
    
    
    
    985,633August 1, 2010 through August 31, 201
    
    
    100,714
    
    
    
    $ 1.15
    
    
    
    100,714
    
    
    
    884,919Total
    
    
    115,081
    
    
    
    
    
    
    
    115,081
 
 (1)
    
    On July 29, 2010, the Company announced the share repurchase program, pursuant to which up
to 1 million shares of common stock can be repurchased through July 28, 2011. 
 Item 6.
    
    Exhibits.
   32




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##### Table of Contents



SIGNATURES
  PREMIER EXHIBITIONS, INC.Dated: July 13, 2011
    By:
    /s/ Christopher J. DavinoChristopher J. Davino,President and Chief Executive Officer
(Principal Executive Officer)Dated: July 13, 2011
    By:
    /s/ Michael J. LittleMichael J. Little,Chief Financial Officer
(Principal Financial Officer)  33




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit

    
    
    
    Filed
    
    Incorporated by ReferenceNo.

    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.1
    
    
    Employment Agreement, effective June 27, 2011, by and between
the Company and Michael J. Little.
    
    
    
    8-K
    
    
    
    6/23/201110.2
    
    
    Form of Nonqualified Stock Option Agreement between the
Company and Michael J. Little
    
    
    
    8-K
    
    
    
    6/23/201131.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of President and Chief
Executive Officer
    
    X31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Interim Chief
Financial
Officer
    
    X32.1
    
    
    Section 1350 Certifications
    
    X
  34