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, 2000

[ ]  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)

401 Corbett Street, Clearwater, Florida                  33756
---------------------------------------                  -----
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (727) 443-1912


         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 10, 2000 was 16,887,128.


<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                      7

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                  9

Item 2.  Changes in Securities                                              9

Item 3.  Defaults Upon Senior Securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Other Information                                                  9

Item 6.  Exhibits and Reports on Form 8-K                                   9

Signatures                                                                 10





                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The  consolidated  financial  statements  of RMS Titanic,  Inc.  and  subsidiary
(collectively,  the "Company"),  included  herein were prepared,  without audit,
pursuant to rules and  regulations of the  Securities  and Exchange  Commission.
Because certain information and notes normally included in financial  statements
prepared in  accordance  with  generally  accepted  accounting  principles  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 29, 2000.


                                       2
<PAGE>


<TABLE>
<CAPTION>



                                                                         RMS TITANIC, INC. AND SUBSIDIARY

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

                                                                           MAY 31,           FEBRUARY 29,
                                                                            2000                 2000
                                                                        ------------         ------------
                                                                         (unaudited)

ASSETS

<S>                                                                   <C>                 <C>
Current Assets:
  Cash and cash equivalents                                             $  2,615,000         $  3,065,000
  Accounts receivable                                                         85,000              371,000
  Prepaid and Refundable income taxes                                      1,163,000            1,163,000
  Prepaid expenses and other current assets                                   36,000               50,000
                                                                        ------------         ------------
      TOTAL CURRENT ASSETS                                                 3,899,000            4,649,000

Artifacts Recovered, at cost                                               9,173,000            9,175,000

Deferred Income Tax Asset                                                    634,000              634,000

Property and Equipment, net of accumulated depreciation
 of $700,000 and $622,000, respectively                                      823,000              866,000

Other Assets                                                               1,035,000               48,000
                                                                        ------------         ------------
      TOTAL ASSETS                                                      $ 15,564,000         $ 15,372,000
                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                              $  1,951,000         $  2,886,000
  Deferred income tax liability                                               79,000               79,000
  Deferred revenue                                                           509,000              604,000
                                                                        ------------         ------------
      TOTAL CURRENT LIABILITIES                                            2,539,000            3,569,000
                                                                        ============         ============

Commitments and Contingencies

Stockholders' Equity:
  Common  stock - $.0001 par value;
   authorized  30,000,000  shares,  issued and
   outstanding 16,887,128 and 16,187,128 shares,
   respectively                                                                2,000                2,000
  Additional paid-in capital                                              15,140,000           14,240,000
  Accumulated deficit                                                     (2,117,000)          (2,439,000)
                                                                        ------------         ------------
      STOCKHOLDERS' EQUITY                                                13,025,000           11,803,000
                                                                        ------------         ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 15,564,000         $ 15,372,000
                                                                        ============         ============


</TABLE>

                        See Notes to Consolidated Financial Statements


                                       3
<PAGE>


<TABLE>
<CAPTION>



                                                          RMS TITANIC, INC. AND SUBSIDIARY

                                                      CONSOLIDATED STATEMENT OF OPERATIONS
                                                                               (UNAUDITED)
==========================================================================================

THREE-MONTH PERIOD ENDED MAY 31,                               2000                 1999
                                                            -----------        -----------
<S>                                                       <C>              <C>
Revenue:
  Exhibitions and related merchandise sales                 $ 2,128,000        $ 1,128,000
  Licensing fees                                                  3,000             11,000
  Merchandise and other                                           3,000            163,000
  Sale of coal                                                   24,000             10,000
                                                            -----------        -----------
Total revenue                                                 2,158,000          1,312,000
                                                            -----------        -----------
Expenses:
  Cost of coal sold                                               2,000              1,000
  Cost of merchandise sold                                        -                  2,000
  General and administrative                                  1,421,000            561,000
  Depreciation and amortization                                 118,000             82,000
  Expedition costs                                              101,000              -
                                                            -----------        -----------
Total expenses                                                1,642,000            646,000
                                                            -----------        -----------
Income from operations                                          516,000            666,000

Interest income                                                  30,000             14,000
                                                            -----------        -----------
Income before provision for income taxes                        546,000            680,000

Provision for income taxes                                      224,000            253,000
                                                            -----------        -----------
Net income                                                  $   322,000        $   427,000
                                                            ===========        ===========

Basic income per common share                               $       .02        $       .03
                                                            ===========        ===========

Weighted-average number of common shares outstanding         16,587,128         16,187,128
                                                             ==========         ==========

</TABLE>


                          See Notes to Consolidated Financial Statements


                                       4
<PAGE>


<TABLE>
<CAPTION>



                                                                                  RMS TITANIC, INC. AND SUBSIDIARY

                                                                              CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                                       (UNAUDITED)
==================================================================================================================

THREE-MONTH PERIOD ENDED MAY 31,                                                      2000                 1999
                                                                                   -----------         -----------
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
  Net income                                                                       $   322,000         $   427,000
                                                                                   -----------         -----------
  Adjustments  to  reconcile  net  income  to net cash  provided  by  (used  in)
    operating activities:
    Depreciation and amortization                                                      118,000              83,000
    Reduction in artifacts recovered                                                     2,000               1,000
    Noncash exhibition revenue                                                           -                (225,000)
    Changes in operating assets and liabilities:
      Decrease in accounts receivable                                                  132,000             396,000
      Decrease in prepaid and refundable income taxes                                   154,000            429,000
      Decrease (increase) in prepaid expenses and other current assets                  14,000             (77,000)
      Increase in other assets                                                         (15,000)             (4,000)
      Decrease in accounts payable and accrued liabilities                            (935,000)             (8,000)
      Increase in income taxes payable                                                   -                 121,000
      Decrease in deferred revenue                                                    ( 95,000)           (500,000)
                                                                                   -----------         -----------
        TOTAL ADJUSTMENTS                                                             (625,000)            216,000
                                                                                   -----------         -----------
        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                           (303,000)            643,000
                                                                                   -----------         -----------
Cash flows used in investing activities:
    Purchases of property and equipment                                                (35,000)            (30,000)
    Costs related to planned expedition                                               (112,000)              -
                                                                                   -----------         -----------
        NET CASH USED BY INVESTING ACTIVITIES                                         (147,000)            (30,000)
                                                                                   -----------         -----------

Net (decrease) increase in cash                                                       (450,000)            613,000

Cash and cash equivalents at beginning of period                                     3,065,000             720,000
                                                                                   -----------         -----------
Cash and cash equivalents at end of period                                         $ 2,615,000         $ 1,333,000
                                                                                   ===========         ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the three-month period for income taxes                         $     -             $   349,000
                                                                                   ===========         ===========

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

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


</TABLE>

                            See Notes to Consolidated Financial Statements


                                       5
<PAGE>





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





Note 1 -
          In April  2000  RMS  Titanic,  Inc.  formed  a  wholly  owned  foreign
          subsidiary,   Whitestar  Marine  Recovery,  Ltd.  ("Whitestar").   The
          consolidated financial statements include the accounts of RMS Titanic,
          Inc.  and   Whitestar.   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 subsidiary  (collectively,  the "Company") as of May
          31, 2000 and their results of operations  and their cash flows for the
          three month periods ended May 31, 2000 and 1999. Results of operations
          for the three  month  period  ended May 31,  2000 are not  necessarily
          indicative  of the results  that may be  expected  for the year ending
          February 28, 2001.

Note 2 -
          Basic  earnings per common  share  ("EPS") is computed as net earnings
          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,  2000 and 1999 since the  dilutive
          effect of potential common shares is not material.

Note 3 -
          In April  2000,  the Company  acquired  certain  intangible  assets in
          exchange  for 600,000  shares of its common  stock  valued at $900,000
          after  giving  effect to certain  restrictions  placed on such  common
          stock.  Concurrently,  the Company  entered into an agreement  for the
          services of an  individual  to January 3, 2003.  Since the  individual
          will be primarily  responsible  in assisting the Company in exploiting
          the intangible  assets  acquired,  the assets are being amortized over
          the term of the individual's  service  agreement.  Options to purchase
          83,333 shares of the Company's common stock at $3.00 per share, 83,333
          shares of the  Company's  common  stock at $4.00 per share and  83,334
          shares of the  Company's  common stock at $5.00 per share were granted
          to the individual.


Note 4 -
          In June 2000, 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 July 19, 2000.

Note 5 -
          On June 29, 2000, the Company finalized employment agreements with two
          members  of senior  management,  its  President  and  Chief  Executive
          Officer and its Executive Vice President and Chief Operating  Officer.
          Both  employment  agreements  are for a five year term and provide for
          annual base salaries of $300,000 per year. In addition, each executive
          has been granted an option to purchase 500,000 shares of the Company's
          common  stock  at  $1.75  per  share.  These  options  have a ten year
          maturity.


                                       6
<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, 2000 VERSUS THE THREE  MONTHS ENDED MAY 31,
1999

During the first quarter of the Company's 2001 fiscal year, the Company's  total
revenues  increased from  $1,312,000 to  $2,158,000,  or  approximately  64%, as
compared to the corresponding first quarter period in the year 2000 fiscal year.
This revenue  increase is principally  attributable to the Company having higher
exhibition and related  merchandise sales of $2,128,000 during the quarter ended
May 31, 2000 as compared to $1,128,000 in the prior year period.  Other revenues
from licensing fees,  merchandise,  and the sale of coal decreased from $184,000
in the prior year's period to $30,000 in the current period.  The Company earned
revenues of $24,000  from the sale of coal during the first three  months of its
2001 fiscal  year,  as compared to $10,000 in the same period of its 2000 fiscal
year.  Similarly,  the sale of  merchandise  declined from $163,000 in the first
quarter ended May 31, 1999 to $3,000 in the same quarter ended May 31, 2000.

The Company's general and  administrative  expenses increased to $1,396,000 from
$561,000, or approximately 149% during the first quarter of its 2001 fiscal year
as compared to the same quarter  period of its 2000 fiscal year.  This  increase
was primarily  attributable to higher legal and professional expenses related to
litigation  encompassing  the change in management and continuing legal expenses
for maintaining the Company's status as salvor-in-possession.

Depreciation and amortization increased to $118,000, or 44%, for the first three
months of the  Company's  2001  fiscal year as compared to $82,000 for the prior
period.

The Company incurred  $126,000 in expedition costs for the first three months of
the  Company's  2001  fiscal  year as the  Company  prepares  for this  summer's
expedition to the Titanic wreck site.  There was no comparable  cost in the year
ago period.

Interest income increased to $30,000,  or 114%, during the first three months of
the Company's 2001 fiscal year as compared to the first three months of its 2000
fiscal year,  primarily as a result  interest on the higher cash balances  being
maintained.

Income before provision for income taxes was $546,000 for the three months ended
May 31, 2000 as compared to $680,000 in the prior  period.  This decrease of 20%
is attributed to higher expenses than the prior year period.

Net income was  $322,000  for the three months ended May 31, 2000 as compared to
$427,000 in the prior year period.  This decrease in net income of 25% over that
of  the  prior  year's  period  and  is   attributed   to  higher   general  and
administrative  expenses incurred in the current period. Basic income per common
share for the three  months ended May 31, 2000 was $0.02 as compared to $.03 for
the prior year period.  The weighted average shares  outstanding were 16,587,128
and 16,187,128, respectively for the three months ended May 31, 2000 and May 31,
1999.


                         LIQUIDITY AND CAPITAL RESOURCES

Net cash (used in)  provided by  operating  activities  was  ($303,000)  for the
quarter  ended May 31, 2000 as compared to $643,000 in the quarter ended May 31,
1999.  This  decrease in cash  provided by  operating  activities  is  primarily
attributed  to the  reduction  in accounts  payable and accrued  liabilities  of
$935,000  during the  quarter  (including  cash  payments  of  $837,000  for the

                                       7
<PAGE>


settlement of litigation  related to the change in management of the Company and
lower net income, offset by collections of accounts receivable.

For the quarter ended  May 31, 2000, cash used in investing  activities  was
$147,000 and represented purchase of property and equipment and advance payments
related to the Company's planned expedition to the Titanic wreck site. There was
no cash financing activities during the quarter ended May 31, 2000.

The Company's net working capital and  stockholders'  equity were $1,360,000 and
$13,025,000,  respectively  at May  31,  2000  as  compared  to  $1,080,000  and
$11,803,000  respectively,  at February 29, 2000 The Company's current ratio was
1.54 at May 31, 2000 as compared to 1.30 at February 29, 2000.

Management  plans to continue  with the  exploration  of the Titanic and recover
additional  artifacts for  presentation  to the public through  exhibitions.  An
expedition  is planned for this summer to recover  artifacts  for future  tours.
With this  business  strategy,  management  believes  it is  focusing on the key
elements necessary for the Company to be both profitable and successful over the
long-term.

Management expects that it will be able to arrange for the financial  resources,
including  licensing  arrangements,  to  properly  execute its  strategic  plan,
although no assurances can be given that it will be successful in such
endeavors.  The Company has sufficient working capital to meet its planned needs
for the next twelve months without any additional funding.

A modification of the current exhibition tour agreement with a subsidiary of SFX
Entertainment,  Inc.  is being  negotiated.  An  extension  to July 19, 2000 for
renewal of this agreement has been granted by the Company.

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
maintain its  salvor-in-possession  status.  The Company's  ability to undertake
future  expeditions may be dependent upon the availability of financing from the
grant  of  licenses  to  produce  television  programming  and/or  the  grant of
expedition  sponsorship  rights.  No assurances can be given that such financing
will be available on satisfactory terms.

On June 29, 2000, the Company finalized  employment  agreements with two members
of senior  management,  its President  and Chief  Executive  Officer,  Mr. Arnie
Geller,  and its Executive Vice President and Chief  Operating  Officer,  Mr. G.
Michael Harris. Both employment  agreements are for a five year term and provide
for annual base salaries of $300,000 per year. In addition,  each  executive has
been granted an option to purchase  500,000 shares of the Company's common stock
at $1.75 per share. These options have a ten year maturity.

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,  2000,  there  were no
significant   fluctuations  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.

                                       8
<PAGE>


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




                                     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 29, 2000.

ITEM 2.  CHANGES IN SECURITIES.

         None.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5.  OTHER INFORMATION.

         None.

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


(a)      EXHIBITS

10.1 Employment  Agreement  dated June 29,  2000  between  the Company and Arnie
     Geller.

10.2 Stock  Option  Agreement  dated June 29, 2000 between the Company and Arnie
     Geller.

10.3 Employment Agreement dated June 29, 2000 between the Company and G. Michael
     Harris.

10.4 Stock  Option  Agreement  dated June 29,  2000  between  the Company and G.
     Michael Harris.


(b)     REPORTS ON FORM 8-K

         None.


                                       9
<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 17, 2000
                                  By:  /s/ Gerald Couture
                                  -------------------------------------------
                                  Vice President, Chief Financial Officer