##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
   (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended
    February 29, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION FILE
    NO. 000-24452
  PREMIER EXHIBITIONS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Florida

20-1424922(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   3340 Peachtree Rd., N.E., Suite 2250
    Atlanta, GA 30326 (Address of principal
    executive offices)
  Registrants telephone number, including area code:
    404-842-2600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC
    (Nasdaq Global Market)  Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      Form 10-K.




---



##### 





TABLE OF
    CONTENTS
   
 FORWARD-LOOKING STATEMENTS


1PART I.


1ITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


6ITEM 1B.


UNRESOLVED STAFF COMMENTS


11ITEM 2.


PROPERTIES


11ITEM 3.


LEGAL PROCEEDINGS


11ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


13PART II.


17ITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


17ITEM 6.


SELECTED FINANCIAL DATA


18ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


18ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


32ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


33ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


62ITEM 9A.


CONTROLS AND PROCEDURES


62ITEM 9B.


OTHER INFORMATION


62PART III.


63ITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


63ITEM 11.


EXECUTIVE COMPENSATION


63ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


63ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


63ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


64PART IV.


64ITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


64EX-10.23EX-10.24EX-10.28EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   i




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  Form 10-K
   PART I  ITEM 1.
    BUSINESS  Overview
      Salvor-in-Possession Salvor-in-Possession
         1




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##### Table of Contents



Salvor-In-Possession
  (404) 842-2600.
  Our
    Exhibitions
  and/or and/or
  
    Titanic: The Artifact Exhibition and Titanic
    Science;
    Bodies...The Exhibition, Bodies Revealed
    and Our Body: The Universe Within;
    Sports Immortals, The Traveling Exhibition; and
    Dialog in the Dark.    Titanic
    Bodies...The
    Exhibition, Bodies Revealed and Our
    Body: The Universe Within
       2




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Dialog
    in the Dark
    Sports
    Immortals, The Traveling Exhibition
      Additional
    Exhibitions
    Lease
    Agreement with the Luxor Hotel and Casino
      Co-Production
    Agreements
  JAM
   3




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Live
    Nation
    Merchandising
    Strategy
      Titanic
    Expeditions
      Restoration
    and Conservation of Titanic Artifacts
   4




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Science
    and Archaeology Related to the Titanic
    Carpathia
    Information
    Regarding Exhibitions Outside the United States
    Competition
        Titanic
   5




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##### Table of Contents



Bodies...The
    Exhibition, Bodies Revealed and Our
    Body: The Universe Within
    Sports
    Immortals, The Traveling Exhibition and Dialog in
    the Dark
      Environmental
    Matters
    Employees
    Available
    Information
    Form 10-K, Form 10-Q, Form 8-K
    ITEM 1A.
    RISK
    FACTORS  If any of the risks or uncertainties discussed below and
    elsewhere in this report occur, including, but not limited to,
    the section entitled Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    and in the consolidated financial statements and the related
    notes included in this report, our business, financial condition
    and results of operations could be seriously harmed. Additional
    risks and uncertainties not currently known to us or that we
    presently deem to be immaterial could also seriously harm our
    business, financial condition and results of operations.
 6




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If we are unable to successfully implement our business
    strategy, our business, results of operations and financial
    condition could be seriously harmed.
    
    our ability to successfully produce and integrate new
    exhibitions;
    our ability to develop new exhibitions that the public will
    attend;
    our ability to operate our existing and future exhibitions
    profitably; and
    the popularity of and public demand for our existing and future
    exhibitions.  A general deterioration in economic conditions that affects
    consumer spending could harm our results of operations.
    Our new exhibitions may not develop as we currently
    anticipate, which could harm our results of operations and
    financial condition.
    Our exhibition business is sensitive to public tastes. If we
    are unable to anticipate or respond to changes in consumer
    preferences, demand for our exhibitions could decrease.
    If our advertising, promotional and other marketing campaigns
    are not successful, our results of operations could be
    harmed.
   7




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We may be unable to raise additional capital when needed,
    which could harm our financial condition and negatively our
    ability to conduct our operations and grow our business.
    We are dependent upon our ability to lease exhibition venues.
    If we are unable to lease exhibition venues on acceptable terms,
    our results of operations could be adversely affected.
    We may not be granted a salvage award that is commensurate
    with the efforts we have expended to recover items from the
    Titanic wreck site or may be prohibited from exhibiting certain
    of the Titanic artifacts already under our control.
    If we are unable to maintain our
    Salvor-in-Possession
    rights to the Titanic wreck and wreck site, our Titanic
    exhibitions could face increased competition and we could lose
    the right to exhibit certain Titanic artifacts.
  Salvor-in-Possession Salvor-in-Possession Salvor-in-Possession Salvor-in-Possession, Salvor-in-Possession Salvor-in-Possession
  Our exhibitions are becoming subject to increasing
    competition.
  Titanic exhibitions. Salvor-in-Possession
 8




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##### Table of Contents



Salvor-in-Possession
  Human anatomy exhibitions.
  Other exhibitions.
  We conduct numerous exhibitions outside of the United States,
    which subjects us to additional business risks, including
    currency exchange rate fluctuations, which could increase our
    costs and cause our profitability to decline.
    
    changes in foreign regulatory requirements;
    difficulties in staffing, training and managing foreign
    operations;
    changing and irregular enforcement of legal regulations; and
    political and economic instability.    Certain aspects of our operations are subject to governmental
    regulation, and our failure to comply with any existing or
    future regulations could seriously harm our business, results of
    operations and financial condition.
    
    licensing and permitting;
    health, safety, environmental and sanitation requirements;
    working conditions, labor, minimum wage and hour, citizenship
    and employment laws;
    new legislative initiatives; and
    sales, use and other taxes and withholding.   9




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Our business may be harmed as a result of litigation.
    If we are not able to manage our growth effectively, our
    results of operations could be seriously harmed.
    Acquisitions may not provide us with the benefits and sales
    growth we expect and could result in us becoming subject to
    unforeseen liabilities.
    Our success depends on the continued services of our senior
    executive officers and key employees and the loss of their
    services could seriously harm our ability to fulfill our
    business objectives.
    We may be unable to hire and retain the skilled personnel we
    need to expand our operations and, as a result, could lose our
    competitive position.
    The price of our common stock may fluctuate significantly,
    and investors in our common stock could see the value of our
    common stock decline materially.
   10




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Principal
    Executive Offices
    Warehouse
    Space for Artifacts and Other Exhibitry
    Luxor
    Hotel and Casino Lease
    ITEM 3.
    LEGAL
    PROCEEDINGS  Status of
    International Treaty Concerning the Titanic Wreck
  Salvor-in-Possession Salvor-in-Possession
   11




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Status of
    Salvor-in-Possession
    and Interim Salvage Award Proceedings
  Salvor-in-Possession R.M.S. Titanic, Inc. v. The Wrecked and
    Abandoned Vessel, et al., in rem Salvor-in-Possession.
  Salvor-in-Possession
    amicus curiae in specie
  in specie in specie in specie
   12




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Other
    Litigation
  Premier Exhibitions, Inc. v. Stephano Arts
  R.M.S.
    Titanic, Inc. v. Georgette Alithinos, International
    Advantage, Inc. and Renaissance Entertainment, EPE
      Proposed
    Legislation and Government Inquiries
        ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   13




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Directors
    and Executive Officers
    Name

Age

Position(s)Bruce D. Eskowitz


49


President and Chief Executive Officer, DirectorDouglas Banker


56


DirectorN. Nick Cretan


73


DirectorArnie Geller


67


Chairman of the Board of DirectorsGregg M. Goodman


44


DirectorJonathan F. Miller


51


DirectorAlan B. Reed


50


DirectorJames S. Yaffe


47


DirectorHarold W. Ingalls


60


Chief Financial Officer and DirectorKelli L. Kellar


42


Chief Accounting OfficerRobert H. Sirmans


41


Vice President of Business Development and StrategyBrian Wainger


38


General Counsel and Corporate SecretaryTom Zaller


37


Vice President of Exhibitions   Members
    of the Board of Directors
    Bruce
    D. Eskowitz
    Douglas
    Banker
  and/or
 14




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N.
    Nick Cretan
    Arnie
    Geller
    Harold
    W. Ingalls
    Gregg
    M. Goodman
    Jonathan
    F. Miller
    Alan
    B. Reed
   15




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James
    S. Yaffe
    Executive
    Officers
    Bruce
    D. Eskowitz, President and Chief Executive Officer
    Harold
    W. Ingalls, Chief Financial Officer
    Kelli
    L. Kellar, Chief Accounting Officer
    Robert
    H. Sirmans, Vice President of Business Development and
    Strategy
    Brian
    Wainger, General Counsel and Corporate Secretary
   16




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Tom
    Zaller, Vice President of Exhibitions
    PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  mark-up,
  Closing
    Prices of our Common Stock
  Fiscal 2008

High


LowFourth Quarter ended February 29, 2008

$
5.04


$
4.75Third Quarter ended November 30, 2007


11.41



10.77Second Quarter ended August 31, 2007


15.95



15.53First Quarter ended May 31, 2007


14.05



13.82Fiscal 2007Fourth Quarter ended February 28, 2007

$
11.47


$
5.92Third Quarter ended November 30, 2006


6.96



4.75Second Quarter ended August 31, 2006


7.33



4.63First Quarter ended May 31, 2006


5.65



3.87       Holders
    Dividends
   17




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended February 28 (29),2004


2005


2006


2007


2008(In thousands, except share data and ratios)Operating ResultsRevenue

$
2,864


$
6,857


$
13,041


$
30,087


$
61,454Total operating expenses

$
3,961


$
9,230


$
10,468


$
17,928


$
43,468Income (loss) from operations

$
(1,097
)

$
(2,373
)

$
2,573


$
12,159


$
17,986Net income (loss)

$
(1,088
)

$
(2,417
)

$
5,283


$
7,421


$
12,309Cash flows from operations

$
(1,377
)

$
(51
)

$
2,130


$
11,476


$
17,142Common Stock DataDiluted income (loss) per common share

$
(0.06
)

$
(0.12
)

$
0.19


$
0.24


$
0.37Diluted average shares outstanding


18,960



20,819



28,230



31,047



33,379Financial PositionCash and marketable securities

$
547


$
1,258


$
4,699


$
16,811


$
17,481Working capital

$
13


$
857


$
7,054


$
22,684


$
23,979Total assets

$
7,253


$
10,764


$
22,363


$
34,886


$
50,661Total debt

$



$
425


$
1,350


$



$
Shareholders equity

$
6,004


$
7,679


$
19,675


$
32,900


$
47,096Capital expenditures

$
21


$
964


$
1,774


$
2,357


$
5,250Financial RatiosCurrent ratio


1.01



1.28



3.62



12.42



7.73   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Introduction
    
    Overview;
    Key Exhibitions;
    Results of Operations;
    Liquidity and Capital Resources;
    Contractual Obligations;
    Off-Balance Sheet Arrangements;
    Critical Accounting Policies; and
    Recent Accounting Pronouncements. 18




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Overview
    Performance
    Summary
    Revenue
 ($ in thousands)
  
 19




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Net
    Income (Loss)
 ($ in thousands)
  
  Key
    Exhibitions
  Titanic
    Exhibitions
      Bodies...The
    Exhibition, Bodies Revealed and Our
    Body: The Universe Within Exhibitions
     20




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Co-Production
    Agreements
  JAM
    Live
    Nation
   21




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Results
    of Operations
    Year Ended February 28 (29),2006


2007


2008Revenue:Exhibition revenue


93.7
%


96.1
%


96.4
%Merchandise and other


5.5
%


3.5
%


3.5
%Sale of coal


0.8
%


0.4
%


0.1
%Total revenue


100.0
%


100.0
%


100.0
%Cost of revenue:Exhibition costs


20.5
%


25.6
%


33.3
%Cost of merchandise sold


0.8
%


0.6
%


0.7
%Cost of coal sold


0.1
%


0.0
%


0.0
%Total cost of revenue (exclusive of depreciation and
    amortization shown separately below)


21.3
%


26.3
%


34.1
%Gross profit


78.7
%


73.7
%


65.9
%Operating expenses:General and administrative


50.8
%


32.5
%


31.9
%Depreciation and amortization


7.5
%


5.1
%


4.7
%Litigation settlement


0.0
%


1.2
%


0.0
%Loss on sale of fixed assets


0.6
%


0.0
%


0.0
%Gain on sale of Carpathia, related party


0.0
%


(5.4
)%


0.0
%Total operating expenses


58.9
%


33.3
%


36.7
%Income from operations


19.7
%


40.4
%


29.3
%Other income and expenses:Interest income


0.7
%


0.7
%


1.6
%Interest expense


(0.4
)%


(0.2
)%


0.0
%Other income


1.3
%


0.1
%


0.0
%Total other income and expenses


1.6
%


0.7
%


1.6
%Income before provision for income taxes


21.3
%


41.1
%


30.9
%Provision (benefit) for income taxes


(19.2
)%


16.4
%


10.8
%Net income


40.5
%


24.7
%


20.0
%   Fiscal
    2008 as Compared to Fiscal 2007
   22




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23




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Fiscal
    2007 as Compared to Fiscal 2006
       24




---



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25




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Liquidity
    and Capital Resources
  Cash
    flows from operating activities
      As of February 28,


As of February 29,2007


2008Working capital (in thousands)

$
22,684


$
23,979Current ratio


12.42



7.73     Cash
    flows from investing activities
    Cash
    flows from financing activities
     26




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Contractual
    Obligations
       27




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##### Table of Contents



Payments Due by PeriodLess than








More thanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsSpecimen fixed rentals

$
27,325,000


$
7,980,000


$
17,690,000


$
1,655,000


$
Real estate operating leases (1)


42,676,000



4,647,000



11,929,000



8,352,000



17,748,000Equipment leases


10,000



4,000



6,000







Total

$
70,011,000


$
12,631,000


$
29,625,000


$
10,007,000


$
17,748,000     (1)
    
    Amounts for lease agreement with Luxor Hotel and Casino have
    been included in the above figures. See Note 15 entitled
    Subsequent Events to our consolidated financial
    statements included in Item 8 of Part I of this report.        Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
      
    Revenue recognition;
    Accounts receivables;
    Income taxes; 28




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
    Legal contingencies;
    Property and equipment; and
    Impairment of long-lived and intangible assets.  Revenue
    Recognition
  Exhibition Revenue.
  
    persuasive evidence of an exhibition arrangement with a customer
    exists;
    the exhibition is complete and, in accordance with the terms of
    the arrangement;
    the exhibition period of the arrangement has begun
    and/or the
    customer can begin its exploitation, exhibition or sale;
    the arrangement fee is fixed or determinable; and
    collection of the arrangement fee is reasonably assured.        Audio Tour Revenue.
  Merchandise Revenue.
  Sponsorship Revenue.
  Licensing Revenue.
  Accounts
    Receivable
   29




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Income
    Taxes
    Legal
    Contingencies
    Property
    and Equipment
    Impairment
    of Long-Lived Assets and Other Intangibles
           30




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Recent
    Accounting Pronouncements
          instrument-by-instrument
     31




---



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ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
    Foreign
    Currency Risk
   32




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA   
 PageReport of Independent Registered Public
    Accounting Firm


34Consolidated Balance Sheets at February 28,
    2007 and February 29, 2008


36Consolidated Statements of Operations for the
    years ended February 28 (29), 2006, 2007 and 2008


37Consolidated Statements of Cash Flow for the
    years ended February 28 (29), 2006, 2007 and 2008


38Consolidated Statements of Shareholders
    Equity and Comprehensive Loss for the years ended
    February 28 (29), 2006, 2007 and 2008


39Notes to Consolidated Financial Statements


40   33




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            34




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35




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##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries



Consolidated
    Balance Sheets  February 28,


February 29,2007


2008ASSETSCurrent assets:Cash and cash equivalents

$
16,811,000


$
16,426,000Marketable securities






1,055,000Accounts receivable, net of allowance for doubtful accounts of
    $252,000 and $378,000, respectively


3,050,000



3,590,000Carpathia receivable, related party


2,500,000



2,500,000Prepaid expenses and other current assets


2,309,000



3,973,000Total current assets


24,670,000



27,544,000Artifacts owned, at cost


3,091,000



3,088,000Salvors lien


1,000



1,000Property and equipment, net of accumulated depreciation of
    $3,141.000 and $4,707,000, respectively


3,620,000



7,308,000Licenses and other rights, net of accumulated amortization of
    $1,407,000 and $2,752,000, respectively


3,266,000



8,450,000Goodwill






1,377,000Deferred income taxes


238,000



1,660,000Other assets






1,233,000$
34,886,000


$
50,661,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities


1,450,000



3,565,000Deferred revenue


536,000



Total current liabilities


1,986,000



3,565,000Commitments and contingencies






Shareholders equity:Common stock; $.0001 par value; authorized
    40,000,000 shares issued and outstanding 29,004,318 and
    30,166,614 shares at February 28, 2007 and
    February 29, 2008, respectively


3,000



3,000Common stock payable


90,000



Additional paid-in capital


34,252,000



43,147,000Retained earnings


(903,000
)


11,406,000Accumulated other comprehensive loss


(129,000
)


(270,000
)Less treasury stock, at cost; 56,641 and 1,066,449 shares
    at February 28, 2007 and February 29, 2008,
    respectively


(413,000
)


(7,190,000
)Total shareholders equity


32,900,000



47,096,000$
34,886,000


$
50,661,000    36




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##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries



Consolidated
    Statements of Operations  Year Ended February 28 (29),2006


2007


2008Revenue:Exhibition revenue

$
12,217,000


$
28,916,000


$
59,231,000Merchandise and other


722,000



1,061,000



2,142,000Sale of coal


102,000



110,000



81,000Total revenue


13,041,000



30,087,000



61,454,000Cost of revenue:Exhibition costs


2,672,000



7,707,000



20,457,000Cost of merchandise sold


102,000



182,000



457,000Cost of coal sold


10,000



13,000



19,000Total cost of revenue (exclusive of depreciation and
    amortization shown separately below)


2,784,000



7,902,000



20,933,000Gross profit


10,257,000



22,185,000



40,521,000Operating expenses:General and administrative


6,620,000



9,773,000



19,626,000Depreciation and amortization


980,000



1,529,000



2,911,000Litigation settlement






350,000



Loss on sale of fixed assets


84,000







(2,000
)Gain on sale of Carpathia, related party






(1,626,000
)


Total operating expenses


7,684,000



10,026,000



22,535,000Income from operations


2,573,000



12,159,000



17,986,000Other income and expenses:Interest income


85,000



224,000



973,000Interest expense


(47,000
)


(51,000
)


Other income


168,000



37,000



10,000Total other income and expenses


206,000



210,000



983,000Income before provision for income taxes


2,779,000



12,369,000



18,969,000Provision for income taxes


(2,504,000
)


4,948,000



6,660,000Net income

$
5,283,000


$
7,421,000


$
12,309,000Net income per share:Basic income per common share

$
0.22


$
0.27


$
0.42Diluted income per common share

$
0.19


$
0.24


$
0.37Shares used in basic per share calculations


24,081,186



27,674,221



29,653,994Shares used in diluted per share calculations


28,230,491



31,047,056



33,379,462    37




---



##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries



Consolidated
    Statements of Cash Flow  Year Ended February 28 (29),2006


2007


2008Cash flows from operating activities:Net income

$
5,283,000


$
7,421,000


$
12,309,000Adjustments to reconcile net income to net cash provided (used)
    by operating activities:Depreciation and amortization


980,000



1,529,000



2,911,000Stock based compensation


1,541,000



2,241,000



4,671,000(Increase) decrease in cost of artifacts


(1,000
)


11,000



Provision for doubtful accounts






257,000



126,000Excess tax benefit on the exercise of employee stock options










(1,440,000
)Gain on sale of Carpathia, related party






(1,626,000
)


Loss on disposal of fixed assets


84,000







Other income from default on sale of Carpathia


(168,000
)






Changes in operating assets and liabilities:(Increase) in accounts receivable


(528,000
)


(1,722,000
)


(666,000
)(Increase) decrease in deferred income taxes


(2,504,000
)


2,266,000



(1,422,000
)Decrease in prepaid and refundable taxes


222,000



(Increase) decrease in prepaid expenses and other current assets


(2,053,000
)


1,149,000



(1,639,000
)Decrease in other assets


596,000



132,000



(Decrease) increase in deferred revenue


(700,000
)


236,000



(562,000
)(Decrease) increase in accounts payable and accrued liabilities


(622,000
)


412,000



2,114,000Decrease in common stock payable






(830,000
)


Increase in income taxes payable










740,000Total adjustments


(3,153,000
)


4,055,000



4,833,000Net cash provided by operating activities


2,130,000



11,476,000



17,142,000Cash flows used by investing activities:Purchases of property and equipment


(1,774,000
)


(2,357,000
)


(5,250,000
)Purchase of exhibition licenses


(2,082,000
)


(550,000
)


(2,906,000
)Acquisition










(5,000,000
)Purchase of subrogation rights










(250,000
)Unrealized gain or loss on certificate deposit










(55,000
)Purchase/sale of certificate of deposit


(500,000
)


500,000



(1,000,000
)Net cash used in investing activities


(4,356,000
)


(2,407,000
)


(14,461,000
)Cash flows from financing activities:Proceeds from notes payable


2,425,000



342,000



Company stock repurchase










(6,777,000
)Reduction in marketable securities






70,000



Principal payments on notes payable


(2,932,000
)


(1,690,000
)


Proceeds from option and warrant exercises


166,000



2,288,000



2,412,000Proceeds from sale of common stock


5,468,000







Excess tax benefit on the exercise of employee stock options






2,630,000



1,440,000Net cash provided by (used in) financing activities


5,127,000



3,640,000



(2,925,000
)Effects of exchange rate changes on cash and cash equivalents


(30,000
)


(27,000
)


(141,000
)Net increase in cash and cash equivalents


2,871,000



12,682,000



(385,000
)Cash and cash equivalents at beginning of year


1,258,000



4,129,000



16,811,000Cash and cash equivalents at end of year

$
4,129,000


$
16,811,000


$
16,426,000Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
39,000


$
27,000


$
Supplemental disclosure of cash flow information:Cash paid during the period for taxes

$



$



$
7,252,000Supplemental disclosure of non-cash investing and financing
    activities:Cashless exercise of stock options

$



$
413,000


$
90,500Supplemental disclosure of non-cash investing and financing
    activities:Unrealized gain or loss on certificate deposit

$



$



$
(55,000
)    38




---



##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries



Consolidated
    Statements of Shareholders Equity and Comprehensive
    Loss

Years
    Ended February 28, 2006, February 28, 2007 and
    February 29, 2008  AccumulatedCommon Stock


Common


Additional





OtherNumber of





Stock


Paid-In


Accumulated


Comprehensive


Treasury


StockholdersShares


Amount


Payable


Capital


Deficit


Income (Loss)


Stock, at Cost


EquityBalance, February 28, 2005


22,299,939


$
2,000


$



$
20,316,000


$
(13,607,000
)

$
26,000


$



$
6,737,000Common stock issued for exercise of warrants and options


87,014







97,000



69,000















166,000Common stock issued for equity investment


300,000











500,000















500,000Common stock and warrants issued for acquisition


200,000











608,000















608,000Common stock issued in exchange for surrender of warrants


200,000



























Common stock and warrants issued for private placement


2,975,136











4,968,000















4,968,000Issuance of employee stock options














256,000















256,000Issuance of consulting warrants














462,000















462,000Issuance of consulting stock for services










823,000



















823,000Net income


















5,283,000











5,283,000Other comprehensive loss:Unrealized loss on marketable securities






















(98,000
)






(98,000
)Foreign currency translation loss






















(30,000
)






(30,000
)Total other comprehensive loss






















(128,000
)






(128,000
)Balance, February 28, 2006


26,062,089


$
3,000


$
920,000


$
27,178,000


$
(8,324,000
)

$
(102,000
)

$



$
19,675,000Common stock issued for exercise of warrants


1,087,436







80,000



1,852,000















1,932,000Common stock issued for exercise of options


1,454,793







(87,000
)


856,000











(413,000
)


356,000Excess tax benefit on stock options














2,630,000















2,630,000Stock compensation costs


400,000







(823,000
)


1,736,000















913,000Net income


















7,421,000











7,421,000Other comprehensive loss:Unrealized loss on marketable securities






















(70,000
)






(70,000
)Foreign currency translation loss






















43,000







43,000Total other comprehensive loss






















(27,000
)






(27,000
)Balance, February 28, 2007


29,004,318


$
3,000


$
90,000


$
34,252,000


$
(903,000
)

$
(129,000
)

$
(413,000
)

$
32,900,000Common stock issued for exercise of warrants


862,241







(90,000
)


2,184,000















2,094,000Common stock issued for exercise of options


300,055











600,000















600,000Purchase of Company Stock


(1,066,449
)






















(6,777,000
)


(6,777,000
)Excess tax benefit on stock options














1,440,000















1,440,000Stock compensation costs














4,671,000















4,671,000Net income


















12,309,000











12,309,000Other comprehensive loss:Foreign currency translation loss






















(151,000
)






(151,000
)Unrealized loss on marketable securities






















10,000







10,000Total other comprehensive loss






















(141,000
)






(141,000
)Balance, February 29, 2008


29,100,165


$
3,000


$



$
43,147,000


$
11,406,000


$
(270,000
)

$
(7,190,000
)

$
47,096,000    39




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization
    and Summary of Significant Accounting Policies      Summary
    of Business
      Salvor-in-Possession
         40




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Summary
    of Significant Accounting Policies
  (a)
    Cash
    and Cash Equivalents    (b)
    Investments    (c)
    Accounts
    Receivable and Revenue Recognition                
    persuasive evidence of an exhibition arrangement with a customer
    exists;
    the exhibition is complete and, in accordance with the terms of
    the arrangement, has been delivered;
    the exhibition period of the arrangement has begun
    and/or the
    customer can begin its exploitation, exhibition or sale; 41




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    the arrangement fee is fixed or determinable; and
    collection of the arrangement fee is reasonably assured.      (d)
    Prepaid
    Expenses    (e)
    Exhibition
    Licenses         42




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (f)
    Property
    and Equipment    Exhibitry equipment

5 yearsVehicles

5 yearsOffice equipment

3 yearsComputers and software

3 yearsFurniture and fixtures

5 years   (g)
    Artifacts      (h)
    Income
    Taxes    (I)
    Earnings
    Per Share    Recent
    Accounting Pronouncements
     43




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        instrument-by-instrument
     44




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Artifacts      February 28, 2007


February 29, 2008Artifacts recovered, Titanic

$
3,091,000


$
3,088,000        45




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Balance
    Sheet Details    February 28, 2007


February 29, 2008Cash

$
3,764,000


$
5,142,000Money market mutual funds


13,047,000



11,284,000Total


16,811,000



16,426,000Certificate of deposit






1,045,000Securities






10,000Total

$
16,811,000


$
17,481,000     February 28, 2007


February 29, 2008Deposits and advances

$
62,000


$
659,000Prepaid insurance


163,000



146,000Reimbursable expenses  exhibitions (1)


553,000



Prepaid lease payments


607,000



1,088,000Inventory


176,000



291,000Withholding taxes


147,000



Other receivables


76,000



739,000Prepaid services


525,000



1,050,000Total

$
2,309,000


$
3,973,000     (1)
    
    Reimbursable expenses  exhibitions are primarily
    costs incurred by the Company for the installation of
    exhibitions that are reimbursed from museums, promoters or the
    Companys co-presentation partner. The nature of these
    installation costs include construction costs, travel related
    expenses for the installation crew, labor, materials, artifact
    and specimen freight costs and other costs related to opening an
    exhibition. These costs are normally reimbursed within 45 to
    60 days of the opening of an exhibition.    February 28, 2007


February 29, 2008Exhibitry

$
6,040,000


$
9,703,000Vehicles and equipment


43,000



484,000Office equipment


473,000



1,076,000Leasehold improvements


196,000



9,000Furniture and fixtures


9,000



743,0006,761,000



12,015,000Less accumulated depreciation


3,141,000



4,707,000Total

$
3,620,000


$
7,308,000    46




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       February 28, 2007


February 29, 2008Exhibition license (April 2004)

$
685,000


$
685,000Exhibition license (May 2005)


3,438,000



3,438,000Exhibition license (February 2007)


550,000



550,000Exhibition license (March 2007)






700,000Exhibition license (May 2007)






600,000Exhibition license (October 2007)






813,000Exhibition license (November 2007)






793,000Exhibition license (December 2007)






3,623,0004,673,000



11,202,000Less accumulated amortization


1,407,000



2,752,000Total

$
3,266,000


$
8,450,000            47




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    February 28, 2007


February 29, 2008Operations and marketing costs

$



$
782,000Professional and consulting fees payable


55,000



97,000Settlement accruals


577,000



253,000Payroll and payroll taxes


175,000



663,000Sales and use taxes


181,000



181,000St. Petersburg loss accrual






476,000Marketing costs






480,000Merchandise






114,000Audio & exhibitry






239,000Other


462,000



280,000Total accounts payable and accrual expense

$
1,450,000


$
3,565,000   Note 4.
    Income
    Taxes    February 28, 2007


February 29, 2008Current tax expense:Federal

$
2,077,000


$
7,354,000State


367,000



966,000Total current tax expense


2,444,000



8,320,000Deferred income tax expense:Federal


2,504,000



(1,444,000
)State






(216,000
)Change in valuation allowance






Total deferred income tax expense (benefit)


2,504,000



(1,660,000
)Total tax expense

$
4,948,000


$
6,660,000  48




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    February 28, 2007


February 29, 2008Statutory federal income tax rate


34.0
%


34.0
%State taxes, net of federal tax benefit


6.0
%


3.0
%Nondeductible expenses


0.0
%


0.1
%Adjustments of prior year amounts


0.0
%


(0.7
)%Federal tax credits


0.0
%


(1.3
)%40.0
%


35.1
%     February 28, 2007


February 29, 2008Equity based compensation

$



$
1,665,000Alternative minimum tax credits


190,619



Accounts receivable


93,996



154,000Fixed assets


(46,615
)


(159,000
)238,000



1,660,000Valuation allowance






Net deferred asset (liability)

$
238,000


$
1,660,000         Note 5.
    Earnings
    Per Share (EPS)  Income
    Per Share
       49




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended February 28 (29),2006


2007


2008Numerator:Net income

$
5,283,000


$
7,421,000


$
12,309,000Denominator:Basic weighted-average shares outstanding


24,081,186



27,674,221



29,653,994Effect of dilutive stock options and warrants


4,149,305



3,372,835



3,725,468Diluted weighted-average shares outstanding


28,230,491



31,047,056



33,379,462Net income per share:Basic

$
0.22


$
0.27


$
0.42Diluted

$
0.19


$
0.24


$
0.37   Note 6.
    Other
    Comprehensive Loss    February 28, 2007


February 29, 2008Foreign currency translation adjustments

$
43,000


$
(151,000
)Unrealized loss on marketable securities


(70,000
)


10,000Total other comprehensive loss

$
(27,000
)

$
(141,000
)   Note 7.
    Stock
    Compensation  Common
    Stock Issuances
           50




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              February 28, 2006


February 28, 2007


February 29, 2008Weighted





Weighted





WeightedNumber of


Average


Number of


Average


Number of


AverageUnexercised


Exercise


Unexercised


Exercise


Unexercised


ExerciseOptions


Price


Options


Price


Options


PriceOutstanding at beginning of year


2,350,000


$
0.36



3,546,672


$
1.05



2,992,039


$
2.00Granted


1,503,846



2.04



780,000



4.05



10,000



9.93Exercised


(224,174
)


0.73



(1,247,966
)


0.56



(309,862
)


1.25Forfeited or expired


(83,000
)


0.32



(86,667
)


2.01







Outstanding at end of year (1)


3,546,672


$
1.05



2,992,039


$
2.00



2,692,177


$
2.12     (1)
    
    Options outstanding are vested or expected to vest.     51




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted





Options ExerciseableOptions


Average





OptionsOutstanding


Remaining


Weighted


Exerciseable


Weightedat


Contractual


Average


at


AverageFebruary 29,


Life


Exercise


February 29,


ExerciseRange of Exercise Prices

2008


(Years)


Price


2008


Price$.28 to $.32


418,300



5.78


$
0.32



418,300


$
0.32$.40 to $.65


735,000



3.60



0.40



735,000



0.40$.85 to $3.65


1,123,877



7.75



3.05



827,213



3.19$4.31 to $9.93


415,000



8.16



4.46



1,667



5.202,692,177











1,982,180           WeightedAverageRemainingWeighted


ContractualAverage


LifeRestricted Stock Issued Outside of Plans

Shares


Price


(Years)Outstanding at beginning of year





$




Granted


780,000



14.40



4.38Forfeited or expired










Vested










Non-vested at end of year


780,000


$
14.40



4.38   52




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  WeightedAverageRemainingWeighted


ContractualAverage


LifeStock Options Issued Outside of Plans

Options


Price


(Years)Outstanding at beginning of year





$




Granted


1,195,000



10.14



4.68Exercised










Forfeited or expired










Outstanding at end of year


1,195,000


$
10.14



4.68           2006


2007


2008Dividend yield


0
%


0
%


0
%Expected volatility


100
%


100
%


50
%Risk-free interest rate


4.75
%


6.00
%


5.00
%Expected lives


8.00



10.00



10.00      53




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 8.
    Litigation
    and Other Legal Matters  Status
    of International Treaty Concerning the Titanic
    Wreck
  Salvor-in-Possession Salvor-in-Possession
    Salvor-in-Possession
  Status
    of
    Salvor-in-Possession
    and Interim Salvage Award Proceedings
  Salvor-in-Possession
 54




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Salvor-in-Possession.
  Salvor-in-Possession
    amicus curiae in specie
  in specie in specie in specie
    Other
    Ongoing Litigation
  Premier Exhibitions, Inc. v. Stefano Arts
  R.M.S Titanic, Inc. v. Georgette Alithinos,
    International Advantage, Inc. and Renaissance Entertainment, EPE
 55




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Settled
    Litigation
  Exhibit Human: The Wonders Within, Inc. and
    R.M.S. Titanic, Inc.
  Premier Exhibitions, Inc. v. Exhibit Human: The
    Wonders Within, Inc.
      Note 9.
    Notes
    Payable and Long-Term Debt       56




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 10.
    Commitments
    and Contingencies         57




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Lease
    Arrangements
       58




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended February 28 (29),2006


2007


2008Real estate fixed rentals

$
207,000


$
303,000


$
432,000Specimen fixed rentals


1,250,000



4,093,000



6,312,000Total rent expense

$
1,457,000


$
4,396,000


$
6,744,000     Fiscal Year2009

$
12,631,0002010


11,912,0002011


10,641,0002012


7,072,0002013


5,831,000Thereafter

$
21,924,000   Note 11.
    Related
    Party Transactions      co-presentation
 59




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Acquisitions      Expected life of options:


2 yearsRisk-free interest rate:


4.75
%Expected volatility:


100.0
%Expected dividend yield:

$
-0-       Note 13.
    Employee
    Savings Plans    Note 14.
    Quarterly
    Financial Data (Unaudited)  Quarters EndedMay 31,


August 31,


November 30,


February 29,Fiscal 2008

2007


2007


2007


2008Revenue

$
11,406,000


$
16,122,000


$
16,735,000


$
17,191,000Expenses


8,151,000



10,577,000



14,005,000



16,412,000Net Income


3,255,000



5,545,000



2,730,000



779,000Basic income per common share

$
0.11


$
0.19


$
0.09


$
0.03Diluted income per common share

$
0.10


$
0.17


$
0.08


$
0.02   60




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedMay 31,


August 31,


November 30,


February 28,Fiscal 2007

2006


2006


2006


2007Revenue

$
5,824,000


$
6,278,000


$
7,946,000


$
10,039,000Expenses


4,060,000



4,078,000



4,347,000



5,443,000Net Income


1,064,000



1,329,000



2,200,000



2,828,000Basic income per common share

$
0.04


$
0.05


$
0.08


$
0.10Diluted income per common share

$
0.03


$
0.04


$
0.07


$
0.09   Note 15.
    Subsequent
    Events         61




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e))
  Changes
    in Internal Control Over Financial Reporting
    Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
       ITEM 9B.  OTHER
    INFORMATION   62




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    www.prxi.com Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Securities
    Authorized for Issuance under Equity Compensation Plans as of
    February 29, 2008
  Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to


Weighted-Average


Future Issuance Underbe Issued Upon Exercise


Exercise Price of


Equity Compensationof Outstanding Options,


Outstanding Options,


Plans (Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


2,692,177


$
2.12



61,668Equity compensation plans not approved by security holders


1,195,000



15.21Total


3,887,177


$
6.14



61,668   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   63




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##### 



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    (a) Financial
    Statements.
     
 PageReport of Independent Registered Public
    Accounting Firm


34Consolidated Balance Sheets at February 28,
    2007 and February 29, 2008


36Consolidated Statements of Operations for the
    years ended February 28 (29), 2006, 2007 and 2008


37Consolidated Statements of Cash Flow for the
    years ended February 28 (29), 2006, 2007 and 2008


38Consolidated Statements of Shareholders
    Equity and Comprehensive Loss for the years ended
    February 28 (29), 2006, 2007 and 2008


39Notes to Consolidated Financial Statements


40    (b) Exhibits.
   64




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##### Table of Contents



SIGNATURES
      By: /s/ Bruce D. Eskowitz

Dated: May 6, 2008Bruce D. Eskowitz
    President and Chief Executive Officer     /s/  Bruce
    D. EskowitzBruce
    D. Eskowitz, President,
    Chief Executive Officer and Director
    (Principal Executive Officer)

May 6, 2008/s/  Harold
    W. IngallsHarold
    W. Ingalls,
    Chief Financial Officer
    (Principal Financial Officer)

May 6, 2008/s/  Kelli
    L. KellarKelli
    L. Kellar,
    Chief Accounting Officer
    (Principal Accounting Officer)

May 6, 2008/s/  Douglas
    BankerDouglas
    Banker, Director

May 6, 2008/s/  N.
    Nick CretanN.
    Nick Cretan, Director

May 6, 2008/s/  Arnie
    GellerArnie
    Geller, Chairman of the Board of Directors

May 6, 2008Gregg
    M. Goodman, Director/s/  Jonathan
    F. MillerJonathan
    F. Miller, Director

May 6, 2008/s/  Alan
    B. ReedAlan
    B. Reed, Director

May 6, 2008/s/  James
    S. YaffeJames
    S. Yaffe, Director

May 6, 2008  65




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit

Filing Date3.1

Articles of Incorporation



8-K


3.1


10-20-043.2

Amendment to Articles of Incorporation



SB-2


3.2


01-05-063.3

Amended and Restated Bylaws



8-K


3.2.1


03-20-084.1

Form of Common Stock Certificate



8-K/A


4.1


11-01-044.2#

2004 Stock Option Plan and Form of Stock Option Agreement



8-K


10.2


10-20-044.3#

2000 Stock Option Plan and Form of Stock Option Agreement



8-K


10.1


10-20-0410.1#

Employment Agreement dated February 4, 2002 between the
    Company and Arnie Geller



10-K


10.23.8


06-18-0210.2#

First Amendment, dated April 10, 2004, to Employment
    Agreement between the Company and Arnie Geller



10-K


10.50


06-15-0410.3#

Employment Agreement dated August 4, 2003 between the
    Company and Tom Zaller



10-K


10.54


06-15-0410.4#

Employment Agreement dated February 21, 2006 between the
    Company and Stephen Couture



8-K


99.1


02-24-0610.5#

First Amendment, dated March 14, 2006, to Employment
    Agreement between the Company and Tom Zaller



8-K


99.2


03-20-0610.6#

Second Amendment, dated March 14, 2006, to Employment
    Agreement between the Company and Arnie Geller



8-K


99.3


03-20-0610.7#

Third Amendment, dated March 21, 2006, to Employment
    Agreement between the Company and Arnie Geller



8-K


99.1


03-21-0610.8

Settlement Agreement and Mutual Release, dated March 24,
    2006, between the Company and Plastination Company, Inc.



8-K





03-31-0610.9#

Fourth Amendment to Employment Agreement, dated April 11,
    2006, between the Company and Arnie Geller



8-K/A


99.1


07-20-0710.10

Form of Exhibition Tour Agreement between the Company and
    Dr. Hong-Jin Sui and Dr. Shuyan Wang President of
    Dalian Hoffen Bio Technique Company Limited



10-K


10.29


06-01-0610.11

Option Agreement, dated February 28, 2007, between the
    Company and Seaventures, Ltd.



8-K


99.2


03-02-0710.12

Purchase and Sale Agreement, dated February 28, 2007,
    between the Company and Seaventures, Ltd.



8-K


99.1


03-02-0710.13#

Certain executive officer compensation information



8-K





06-22-0710.14#

Certain executive officer compensation information



8-K





7-20-0710.15#

Employment Agreement dated September 1, 2007 between the
    Company and Bruce Eskowitz



10-Q


10.1


01-09-0810.16

Loan Agreement dated as of October 4, 2007 by and between
    the Company and Bank of America, N.A.



10-Q


10.2


01-09-0810.17

Promissory Note dated October 4, 2007 made by Company in
    favor of Bank of America, N.A.



10-Q


10.3


01-09-0810.18

Pledge Agreement dated as of October 4, 2007 made by
    Company in favor of Bank of America, N.A.



10-Q


10.4


01-09-08 66




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##### Table of Contents



Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit

Filing Date10.19

Security Agreement dated as of October 4, 2007 made by
    Company in favor of Bank of America, N.A.



10-Q


10.5


01-09-0810.20

Memorandum Opinion and Order of the United States District Court
    of the Eastern District of Virginia, Norfolk Division, issued on
    October 16, 2007



8-K


99.2


10-30-0710.21#

Employment Agreement dated November 27, 2007 between the
    Company and Kelli L. Kellar



8-K


99.1


11-29-0710.22#

Employment Agreement dated as of February 20, 2008 between
    the Company and Harold W. Ingalls



8-K


99.1


02-21-0810.23

License Agreement dated as of March 13, 2008 between
    Company and Sports Immortals, Inc.

X10.24

Lease Agreement dated as of March 12, 2008 between Company
    and Ramparts, Inc.

X10.25#

Fifth Amendment to Employment Agreement, dated as of
    March 19, 2008, between the Company and Arnie Geller



8-K


99.1


03-20-0810.26#

Employment Agreement dated as of April 17, 2008 between the
    Company and Brian Wainger



8-K


99.1


04-21-0810.27#

Certain executive officer compensation information



8-K





04-30-0810.28#

Employment Agreement dated as of January 14, 2008 between
    the Company and Robert Sirmans.

X21.1

Subsidiaries of the Company

X23.1

Consent of Kempisty & Company Certified Public
    Accountants, P.C.

X31.1

Certification of President and Chief Executive Officer, pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002

X31.2

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002

X32.1

Certification of President and Chief Executive Officer and Chief
    Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

X     #
    
    Management contract or compensatory plan or arrangement.
    
    The Company has requested confidential treatment of certain
    information contained in this Exhibit. Such information has been
    filed separately with the Securities and Exchange Commission
    pursuant to an application by the Company for confidential
    treatment under 17 C.F.R. §200.80(b)(4) and
    §240.24b-2. 67