##### 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 28, 2007oro

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

(I.R.S. Employerincorporation or
    organization)

Identification
    No.)   3340 Peachtree Rd., NE, 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
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      Form 10-K.




---



##### 



TABLE OF
    CONTENTS
  
  PagePART I.


1ITEM 1.


BUSINESS


1ITEM 1A.


RISK
    FACTORS


8ITEM 1B.


UNRESOLVED STAFF
    COMMENTS


10ITEM 2.


PROPERTIES


10ITEM 3.


LEGAL
    PROCEEDINGS


10ITEM 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


12PART II.


14ITEM 5.


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


14ITEM 6.


SELECTED FINANCIAL
    DATA


15ITEM 7.


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


15ITEM 7A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


30ITEM 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


32ITEM 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


63ITEM 9A.


CONTROLS AND
    PROCEDURES


63ITEM 9B.


OTHER
    INFORMATION


63PART III.


64ITEM 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


64ITEM 11.


EXECUTIVE
    COMPENSATION


64ITEM 12.


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


64ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


64ITEM 14.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


65PART IV.


65ITEM 15.


EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES


65Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32   i




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##### Table of Contents



SAFE
    HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
  Form 10-K
   PART I.  ITEM 1.
    BUSINESS  Overview
    of our Business
    Salvor-in-Possession Salvor-in-Possession
     1




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Origins
    and History of the Company
  state-of-the-art
       2




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##### Table of Contents



round-the-clock
    (404) 842-2600.
  Exhibitions
    Operated by the Company
  Titanic
    Exhibitions
    
    The Zappion, Athens, Greece (October 8, 2005 to
    March 1, 2006);
    St. Louis Science Center, St. Louis, Missouri
    (November 11, 2005 to April 15, 2006);
    The AT Center, Seoul, South Korea (December 3, 2005 to
    March 1, 2006);
    Queen Mary, Long Beach, California (December 17, 2005 to
    September 4, 2006);
    OshKosh Public Museum, OshKosh, Wisconsin (February 4, 2006
    to April 30, 2006);
    Science Center of Iowa, Des Moines, Iowa (May 20, 2006 to
    August 20, 2006);
    Miami Museum of Science and Planetarium, Miami, Florida
    (March 25, 2006 to October 15, 2006);
    The Tropicana Resort and Casino, Las Vegas, Nevada (June 1,
    2006 to an undetermined date);
    The Metreon, San Francisco, California (June 10, 2006
    to January 28, 2007);
    El Paso Science Museum, El Paso, Texas
    (September 16, 2006 to February 25, 2007);
    Cincinnati Museum Center at Union Terminal, Cincinnati, Ohio
    (November 4, 2006 to May 13, 2007);
    Science Spectrum, Lubbock, Texas (October 5, 2006 to
    January 1, 2007);
    Foro Polanco, Mexico City, Mexico (October 16, 2007 to
    January 1, 2007);
    Atlanta Civic Center, Atlanta, Georgia (November 11, 2006
    to May 6, 2007);
    Turtle Bay Exploration Park, Redding, California
    (February 24, 2007 to May 28, 2007); and
    Exploration Place, Wichita, Kansas (January 13, 2007 to
    March 25, 2007). 3




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##### Table of Contents




    Royal BC Museum, Victoria, British Columbia, Canada
    (April 14, 2007 to October 14, 2007);
    Visual Arts Center of Northwest Florida, Panama City, Florida
    (May 25, 2007 to September 3, 2007);
    Denver Museum of Nature & Science, Denver, Colorado
    (June 22, 2007 to January 6, 2008);
    Ontario Science Centre, Toronto, Canada (June 2, 2007 to
    January 6, 2008); and
    European tour beginning in Kiel, Germany (June 16, 2007 to
    an undetermined date).    Bodies...The
    Exhibition and Bodies Revealed
    Exhibitions
        
    Bodies...The Exhibition, Museum of Science and
    Industry, Tampa, Florida (August 18, 2005 to
    February 26, 2006; extended to September 5, 2006);
    Bodies...The Exhibition, South Street Seaport, New
    York, New York (November 19, 2005 to an undetermined date);
    Bodies...The Exhibition, Atlanta Civic Center,
    Atlanta, Georgia (March 4, 2006 to September 4, 2006);
    Bodies Revealed, Foro Polanco, Mexico City, Mexico
    (March 11, 2006 to September 11, 2006);
    Bodies...The Exhibition, Earls Court
    Exhibition Centre, London, England (April 12, 2006 to
    July 30, 2006);
    Bodies...The Exhibition, The Tropicana Resort and
    Casino, Las Vegas, Nevada (June 23, 2006 to an undetermined
    date);
    Bodies...The Exhibition, The Shops at Sunset Place,
    Miami, Florida (September 22, 2006 to March 25, 2007);
    Bodies...The Exhibition, 800 Pike Street (across
    from the Washington State Convention Center), Seattle,
    Washington (September 30, 2006 to April 29, 2007);
    Bodies Revealed, Campus De La Salud,
    Echnoligico de Monterrey, Monterrey, Mexico (September 29,
    2006 to January 1, 2007); 4




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##### Table of Contents




    Bodies...The Exhibition, Beurs van Berlage Concert
    and Conference Hall, Amsterdam, The Netherlands
    (November 25, 2006 to April 14, 2007); and
    Bodies Revealed, OCA Ibirapuera Park, Sao Paulo,
    Brazil (February 28, 2007 to July 29, 2007).    
    Bodies...The Exhibition, The Streets at Southpoint,
    Durham, North Carolina (April 5, 2007 to an undetermined
    date);
    Bodies...The Exhibition, 1101 Wilson Boulevard (the
    former Newseum site), Arlington, Virginia (Washington, D.C.
    Metro Area) (April 14, 2007 to an undetermined date);
    Bodies...The Exhibition, Westfield UTC,
    San Diego, California (May 12, 2007 to an undetermined
    date);
    Bodies...The Exhibition, Carnegie Science Center,
    Pittsburgh, Pennsylvania (October 1, 2007 to an
    undetermined date);
    Bodies...The Exhibition, Palacio dos Condes do
    Restelo, Lisbon, Portugal (May 5, 2007 to an undetermined
    date); and
    Bodies...The Exhibition, Lucerna, Prague, Czech
    Republic (May 5, 2007 to an undetermined date).    Co-Production
    Agreements
      Additional
    Exhibitions
    Merchandising
   5




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##### Table of Contents



Titanic
    Expeditions
  hard-to-reach
    Restoration
    and Conservation of Titanic Artifacts
    Science
    and Archaeology Related to the Titanic
   6




---



##### Table of Contents



RMS
    Carpathia
    Information
    Regarding Exhibitions Outside the United States
  Form 10-K
  Competition
           7




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##### Table of Contents



Environmental
    Matters
    Employees
    Available
    Information
    Form 10-K, Form 10-Q, Form 8-K
    ITEM 1A.
    RISK
    FACTORS  Until recently, we have had a history of operating losses,
    and there is no assurance that we will maintain profitability in
    the future.
    Our future operating results will depend on our ability to
    successfully implement our new business strategy, which in turn
    depends on many factors, some of which are beyond our
    control.
    
    our ability to continue to exhibit certain of the Titanic
    artifacts;
    our ability to develop new exhibitions that the public will
    attend;
    our ability to operate our exhibitions profitably; and
    the continued popularity of and public demand for our
    exhibitions. 8




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##### Table of Contents



We may be unable to raise additional capital when needed,
    which would have a material adverse effect on our financial
    condition and our ability to conduct our operations.
    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 of the 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.
  Salvor-in-Possession
    We are subject to currency exchange rate fluctuations, which
    may negatively affect our results of operations.
   9




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##### Table of Contents



Our success depends on the services of our executive officers
    and key employees and the loss of their services could have a
    material adverse effect on our business.
    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.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS  Status of
    International Treaty Concerning the Titanic Wreck
  Salvor-in-Possession Salvor-in-Possession
   10




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##### Table of Contents



Status of
    Salvor-in-Possession
    and Interim Salvage Award Proceedings
  Salvor-in-Possession Salvor-in-Possession.
  Salvor-in-Possession
    Other
    Ongoing Litigation
    RMS
    Titanic, Inc. v. Georgette Alithinos, International
    Advantage, Inc. and Renaissance Entertainment, EPE
 11




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##### Table of Contents



Recently
    Settled Litigation
  Exhibit Human: The Wonders Within, Inc. and RMS Titanic,
    Inc.
  Premier Exhibitions, Inc. v. Exhibit Human: The
    Wonders Within, Inc.
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    Directors
    and Executive Officers
    Name

Age

Position(s)Arnie Geller


66


President, Chief Executive Officer
    and Chairman of the Board of DirectorsStephen Couture


37


Vice President, Chief Financial
    Officer and DirectorN. Nick Cretan


72


DirectorDouglas Banker


55


DirectorAlan Reed


49


DirectorTom Zaller


35


Vice President 
    ExhibitionsBrian Wainger


37


Vice President and Chief Legal
    Counsel; Corporate Secretary   Members
    of the Board of Directors
    Arnie
    Geller
    Stephen
    Couture
   12




---



##### Table of Contents



N.
    Nick
    Cretan    Douglas
    Banker
    Alan
    Reed
    Executive
    Officers
      Arnie
    Geller, President and Chief Executive Officer
   13




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##### Table of Contents



Stephen
    Couture, Vice President and Chief Financial
    Officer
    Tom
    Zaller, Vice President  Exhibitions
    Brian
    Wainger, Vice President and Chief Legal Counsel
   PART II.  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market
    Information
    over-the-counter mark-up,
  Closing
    Prices of our Common Stock
  Fiscal Year 2007

High


LowFourth 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



3.87Fiscal Year
    2006Fourth quarter ended
    February 28, 2006

$
4.52


$
3.51Third quarter ended
    November 30, 2005


4.39



1.78Second quarter ended
    August 31, 2005


2.05



1.50First quarter ended May 31,
    2005


2.39



1.14  14




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##### Table of Contents



Holders
    Dividends
    ITEM 6.
    SELECTED
    FINANCIAL DATA    Years Ended February 28 (29),2003


2004


2005


2006


2007(In thousands)Operating ResultsRevenues

$
2,861


$
2,864


$
6,857


$
13,041


$
30,087Total Operating Expenses

$
3,986


$
3,961


$
9,230


$
10,468


$
17,928Income (Loss) From Operations

$
(1,125
)

$
(1,097
)

$
(2,373
)

$
2,573


$
12,159Net Income (Loss)

$
(827
)

$
(1,088
)

$
(2,417
)

$
5,283


$
7,421Cash Flows From Operations

$
2,526


$
(1,377
)

$
(51
)

$
2,130


$
11,476Common Stock DataDiluted Income (Loss) per Common
    Share

$
(0.04
)

$
(0.06
)

$
(0.12
)

$
0.19


$
0.24Diluted Average
    Shares Outstanding (in thousands)


18,615



18,960



20,819



28,230



31,047Financial PositionCash and Marketable Securities

$
1,945


$
547


$
1,258


$
4,699


$
16,811Working Capital

$
1,042


$
13


$
857


$
7,054


$
22,684Total Assets

$
8,399


$
7,253


$
10,764


$
22,363


$
34,886Total Debt

$



$



$
425


$
1,350


$
Stockholders Equity

$
6,550


$
6,004


$
7,679


$
19,675


$
32,900Capital Expenditures

$
727


$
21


$
964


$
1,774


$
2,357Financial RatiosCurrent Ratio


1.56



1.01



1.28



3.62



12.42   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Introduction
    
    Business Overview;
    Key Exhibitions; 15




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##### Table of Contents




    Results of Operations;
    Liquidity and Capital Resources;
    Contractual Obligations;
    Off-Balance Sheet Arrangements;
    Critical Accounting Policies; and
    Recent Accounting Pronouncements.  Business
    Overview
      Performance
    Summary
    
 16




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Key
    Exhibitions
  Titanic
    Exhibitions
      Bodies...The
    Exhibition and Bodies Revealed
    Exhibitions
     17




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##### Table of Contents



Co-Production
    Agreements
    case-by-case
     18




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##### Table of Contents



Results
    of Operations
    Year Ended February 28,2005


2006


2007Revenue:Exhibition revenues


92.2
%


93.7
%


96.1
%Merchandise and other


7.4
%


5.5
%


3.5
%Sale of coal


0.4
%


0.8
%


0.4
%Total revenue


100.0
%


100.0
%


100.0
%Cost of revenue:Exhibition costs


42.2
%


20.5
%


25.6
%Cost of merchandise sold


3.7
%


0.8
%


0.6
%Cost of coal sold


0.1
%


0.1
%


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


46.0
%


21.3
%


26.3
%Gross profit


54.0
%


78.7
%


73.7
%Operating expenses:General and administrative


64.1
%


50.8
%


32.5
%Depreciation and amortization


6.4
%


7.5
%


5.1
%Litigation settlement


0.0
%


0.0
%


1.2
%Loss on sale of fixed assets


5.2
%


0.6
%


0.0
%Gain on sale of
    artifacts  Carpathia, Related Party


0.0
%


0.0
%


(5.4
)%Expedition costs


12.8
%


0.0
%


0.0
%Total operating
    expenses


88.6
%


58.9
%


33.3
%Income from
    operations


(34.6
)%


19.7
%


40.4
%Other income and
    expenses:Interest income


0.0
%


0.7
%


0.7
%Interest expense


(0.7
)%


(0.4
)%


(0.2
)%Other income


(0.0
)%


1.3
%


0.1
%Total other income and
    expenses


(0.6
)%


1.6
%


0.7
%Income before provision for
    income taxes


(35.2
)%


21.3
%


41.1
%Provision (benefit) for income
    taxes


0.0
%


(19.2
)%


16.4
%Net income


(35.2
)%


40.5
%


24.7
%   Year
    Ended February 28, 2007 as Compared to Year Ended
    February 28, 2006
   19




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20




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Year
    Ended February 28, 2006 as Compared to Year Ended
    February 28, 2005
       21




---



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22




---



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Year
    Ended February 28, 2005 as Compared To Year Ended
    February 29, 2004
                   23




---



##### Table of Contents



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


As of February 28,2006


2007Working Capital (in
    thousands)

$
7,054


$
22,684Current Ratio


3.62



12.42     Cash
    flows from investing activities
    Cash
    flows from financing activities
   24




---



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25




---



##### Table of Contents



Salvor-in-Possession Salvor-in-Possession Salvor-in-Possession
  Contractual
    Obligations
       26




---



##### Table of Contents



Payments Due by PeriodLess than





More thanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsSpecimen fixed rentals

$
18,750,000


$
5,000,000


$
15,000,000


$
3,750,000


$
Real estate operating leases


560,000



303,000



560,000







Total

$
19,310,000


$
5,303,000


$
15,560,000


$
3,750,000


$
       Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
      
    Revenue recognition;
    Accounts receivables;
    Income taxes;
    Legal contingencies;
    Property and Equipment; and
    Impairment of long-lived and intangible assets. 27




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##### Table of Contents



Revenue
    Recognition
  Exhibition Revenue.
  
    persuasive evidence of an exhibition arrangement with a customer
    exists;
    the exhibit 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;
    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
   28




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##### Table of Contents



Income
    Taxes
    Legal
    Contingencies
    Property
    and Equipment
    Impairment
    of Long-Lived Assets and Other Intangibles
           29




---



##### Table of Contents



Recent
    Accounting Pronouncements
          instrument-by-instrument available-for-sale held-to-maturity
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Interest
    Rate Risk
   30




---



##### Table of Contents



Foreign
    Currency Risk
   31




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  PageReport of
    Independent Registered Public Accounting Firm on Internal
    Control Over Financial Reporting


33Report of
    Independent Registered Public Accounting Firm


34Consolidated
    Balance Sheets at February 28, 2006 and February 28,
    2007


35Consolidated
    Statements of Operations for the years ended February 28,
    2005, 2006 and 2007


36Consolidated
    Statements of Cash Flows for the years ended February 28,
    2005, 2006 and 2007


37Consolidated
    Statements of Stockholders Equity for the years ended
    February 28, 2005, 2006 and 2007


38Notes to
    Consolidated Financial Statements


39  32




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING                 
     33




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
     34




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##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries
  Consolidated
    Balance Sheets
  February 28,


February 28,2006


2007ASSETSCurrent assets:Cash and cash equivalents
    (Note 3)

$
4,129,000


$
16,811,000Marketable securities (Note 3)


570,000



Accounts receivable, net


1,585,000



3,050,000Carpathia receivable, related party






2,500,000Prepaid expenses and other current
    assets (Note 3)


3,458,000



2,309,000Total current assets


9,742,000



24,670,000Artifacts owned, at cost
    (Note 2)


4,476,000



3,091,000Salvors lien (Note 2)


1,000



1,000Property and equipment, net
    (Note 3)


2,033,000



3,620,000Exhibition licenses, net
    (Note 3)


3,475,000



3,266,000Deferred income taxes (Note 4)


2,504,000



238,000Other assets


132,000



$
22,363,000


$
34,886,000LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    liabilities (Note 3)


1,038,000



1,450,000Deferred revenue


300,000



536,000Notes payable


1,350,000



Total current
    liabilities


2,688,000



1,986,000Commitments and
    contingencies






Stockholders
    equity:Common stock; $.0001 par
    value; authorized 40,000,000 shares; issued and outstanding
    26,062,089 and 29,004,318 shares at February 28, 2006
    and 2007, respectively


3,000



3,000Common stock payable


920,000



90,000Additional paid-in capital


27,178,000



34,252,000Accumulated deficit


(8,324,000
)


(903,000
)Accumulated other comprehensive
    income (loss)


(102,000
)


(129,000
)Treasury stock, at cost;
    56,641 shares at February 28, 2007






(413,000
)Total stockholders
    equity


19,675,000



32,900,000$
22,363,000


$
34,886,000    35




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##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries
  Consolidated
    Statements of Operations
  Year Ended


Year Ended


Year EndedFebruary 28,


February 28,


February 28,2005


2006


2007Revenue:Exhibition revenues

$
6,320,000


$
12,217,000


$
28,916,000Merchandise and other


507,000



722,000



1,061,000Sale of coal


30,000



102,000



110,000Total revenue


6,857,000



13,041,000



30,087,000Cost of revenue:Exhibition costs


2,891,000



2,672,000



7,707,000Cost of merchandise sold


257,000



102,000



182,000Cost of coal sold


9,000



10,000



13,000Total cost of revenue
    (exclusive of depreciation and amortization shown separately
    below)


3,157,000



2,784,000



7,902,000Gross profit


3,700,000



10,257,000



22,185,000Operating expenses:General and administrative


4,397,000



6,620,000



9,773,000Depreciation and amortization


441,000



980,000



1,529,000Litigation settlement










350,000Loss on sale of fixed assets


356,000



84,000



Gain on sale of Carpathia, related
    party










(1,626,000
)Expedition costs


879,000







Total operating
    expenses


6,073,000



7,684,000



10,026,000Income (loss) from
    operations


(2,373,000
)


2,573,000



12,159,000Other income and
    expenses:Interest income


2,000



85,000



224,000Interest expense


(46,000
)


(47,000
)


(51,000
)Other income






168,000



37,000Total other income and
    expenses


(44,000
)


206,000



210,000Income (loss) before provision
    for income taxes


(2,417,000
)


2,779,000



12,369,000Provision (benefit) for income
    taxes






(2,504,000
)


4,948,000Net income (loss)

$
(2,417,000
)

$
5,283,000


$
7,421,000Net income (loss) per
    share:Basic income (loss) per common
    share

$
(0.12
)

$
0.22


$
0.27Diluted income (loss) per
    common share

$
(0.12
)

$
0.19


$
0.24Shares used in basic per share
    calculations


20,818,898



24,081,186



27,674,221Shares used in diluted per
    share calculations


20,818,898



28,230,491



31,047,056    36




---



##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Year Ended


Year Ended


Year EndedFebruary 28,


February 28,


February 28,2005


2006


2007Cash flows from operating
    activities:Net income (loss)

$
(2,417,000
)

$
5,283,000


$
7,421,000Adjustments to reconcile net income
    (loss) to net cash provided (used) by operating activities:Depreciation and amortization


441,000



980,000



1,529,000Issuance of common stock for
    interest expense


6,000







Issuance of common stock in
    exchange for options


1,569,000







Issuance of compensatory stock
    options






256,000



1,367,000Issuance of common stock and
    warrants for services


277,000



1,285,000



874,000Provision for doubtful accounts










257,000(Increase) decrease in cost of
    artifacts


3,000



(1,000
)


11,000Gain of the sale of Carpathia,
    related party










(1,626,000
)Loss on disposal of fixed assets


356,000



84,000



Other income from default on sale
    of Carpathia






(168,000
)


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


(704,000
)


(528,000
)


(1,722,000
)(Increase) decrease in deferred
    income taxes






(2,504,000
)


2,266,000(Increase) decrease in prepaid and
    refundable taxes


(1,000
)


222,000



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


(1,031,000
)


(2,053,000
)


1,149,000(Increase) decrease in other assets


39,000



596,000



132,000Increase (decrease) in deferred
    revenue


1,000,000



(700,000
)


236,000Increase (decrease) in accounts
    payable and accrued liabilities


411,000



(622,000
)


412,000Increase (decrease) in common stock
    payable










(830,000
)Total adjustments


2,366,000



(3,153,000
)


4,055,000Net cash provided by operating
    activities


(51,000
)


2,130,000



11,476,000Cash flows used by investing
    activities:Purchases of property and equipment


(964,000
)


(1,774,000
)


(2,357,000
)Purchase of exhibition licenses


(233,000
)


(2,082,000
)


(550,000
)Proceeds from sale of artifacts


230,000







Purchase/sale of certificate of
    deposit






(500,000
)


500,000Net cash used by investing
    activities


(967,000
)


(4,356,000
)


(2,407,000
)Cash flows from financing
    activities:Proceeds from notes payable


500,000



2,425,000



342,000Reduction in marketable securities










70,000Principal payments on notes payable


(75,000
)


(2,932,000
)


(1,690,000
)Proceeds from option and warrant
    exercises






166,000



2,288,000Excess tax benefit on stock options










2,630,000Proceeds from sale of common stock


1,278,000



5,468,000Net cash provided by financing
    activities


1,703,000



5,127,000



3,640,000Effects of exchange rate changes on
    cash and cash equivalents


26,000



(30,000
)


(27,000
)Net increase (decrease) in cash and
    cash equivalents


711,000



2,871,000



12,682,000Cash and cash equivalents at
    beginning of year


547,000



1,258,000



4,129,000Cash and cash equivalents at end of
    year

$
1,258,000


$
4,129,000


$
16,811,000Supplemental disclosure of cash
    flow information:Cash paid during the period for
    interest

$
40,000


$
39,000


$
27,000Non-cash investing and financing
    transactions:Cashless exercise of compensatory
    stock options

$



$



$
413,000    37




---



##### Table of Contents



Premier
    Exhibitions, Inc. and Subsidiaries
  Consolidated
    Statements of Stockholders Equity and Comprehensive
    Loss
 Years
    ended February 28, 2005, February 28, 2006, and
    February 28, 2007
  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 29, 2004


19,125,047


$
2,000


$



$
17,192,000


$
(11,190,000
)

$



$



$
6,004,000Common stock issued for services


805,000











277,000















277,000Issuance of common stock in
    exchange for options


900,000











1,569,000















1,569,000Issuance of common stock in equity
    raise


1,469,892











1,278,000















1,278,000Net loss


















(2,417,000
)










(2,417,000
)Foreign currency translation gain






















26,000







26,000Balance, 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 transalation 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 transalation 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
)

$
32,900,000    38




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization
    and Summary of Significant Accounting Policies          un-amortized
       39




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Salvor-in-Possession R.M.S. Titanic,
    Inc. v. The Wrecked and Abandoned Vessel... Salvor-in-Possession
  Salvor-in-Possession The Blackwall, 77. U.S. (10 Wall.) 1,14
    (1869)
    Summary
    of Significant Accounting Policies
  wholly-owned
   40




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    41




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    
    persuasive evidence of an exhibition arrangement with a customer
    exists;
    the exhibit 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;
    the arrangement fee is fixed or determinable; and
    collection of the arrangement fee is reasonably assured.     42




---



##### Table of Contents



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

5 yearsMarine equipment

10 yearsOffice equipment

5 yearsFurniture and fixtures

5 years   out-of-the-money
      Recent
    Accounting Pronouncements
       43




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      instrument-by-instrument available-for-sale held-to-maturity
  Note 2.
    Artifacts      February 28, 2006


February 28, 2007Artifacts recovered, Titanic

$
3,102,000


$
3,091,000Artifacts, Carpathia


1,374,000



$
4,476,000


$
3,091,000      44




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Salvor-in-Possession The Blackwall, 77. U.S. (10 Wall.) 1,14
    (1869)
       45




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Balance
    Sheet Details  available-for-sale
  February 28, 2006


February 28, 2007Cash

$
729,000


$
3,764,000Money market mutual funds


3,400,000



13,047,000Total


4,129,000



16,811,000Certificate of deposit


500,000



Securities


70,000



Total

$
570,000


$
     February 28,  2006


February 28, 2007Deposits and advances

$
6,000


$
62,000Prepaid insurance


38,000



163,000Prepaid commissions


60,000



Reimbursable expenses 
    exhibitions(1)


1,165,000



553,000Prepaid lease payments


921,000



607,000Inventory






176,000Withholding taxes






147,000Other receivables






76,000Prepaid services


1,242,000



525,000Deferred financing costs


26,000



Total

$
3,458,000


$
2,309,000     February 28, 2006


February 28, 2007Exhibitry

$
3,955,000


$
6,040,000Vehicles & equipment






43,000Office equipment


276,000



473,000Leasehold improvements






196,000Furniture and fixtures


173,000



9,0004,404,000



6,761,000Less accumulated depreciation


2,371,000



3,141,000Total

$
2,033,000


$
3,620,000     (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 opening of an exhibition. 46




---



##### Table of Contents



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


February 28, 2007Exhibition License (April 2004)

$
685,000


$
685,000Exhibition License (May 2005)


3,438,000



3,438,000Exhibition License (February 2007)






550,0004,123,000



4,673,000Less accumulated amortization


648,000



1,407,000Total

$
3,475,000


$
3,266,000          47




---



##### Table of Contents



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


February 28, 2007Professional and consulting fees
    payable

$
280,000


$
55,000Settlement accruals


599,000



577,000Payroll and payroll taxes






175,000Sales and use taxes






181,000Other


159,000



462,000$
1,038,000


$
1,450,000   Note 4.
    Income
    Taxes    Year Ended February 28,2006


2007Current tax expense 
    federal

$
945,000


$
2,077,000Current tax expense 
    state


167,000



367,000Deferred tax expense






2,504,000Net operating loss carry-forward


(1,112,000
)


Reverse of valuation allowance


(2,504,000
)


$
(2,504,000
)

$
4,948,000       Year Ended February 28,2006


2007Net operating loss carry-forward

$
2,504,000


$
Deferred tax asset 
    expenses not currently deductible






238,000$
2,504,000


$
238,000     Year Ended February 28,2005


2006


2007Current:Statutory federal income tax rate


34.0
%


34.0
%


34.0
%State and local net of federal
    deferred


6.0
%


6.0
%


6.0
%Net operating loss carry-forward


(40.0
)%


(40.0
)%


0.0
%Reverse of valuation allowance


0.0
%


(90.0
)%


0.0
%Effective income tax rate


0.0
%


(90.0
)%


40.0
%  48




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 5.  Stockholders
    Equity
  Income
    (Loss) Per Share
        Year Ended February 28,2005


2006


2007Numerator:Net income (loss)

$
(2,417,000
)

$
5,283,000


$
7,421,000Denominator:Basic weighted-average shares
    outstanding


20,818,898



24,081,186



27,674,221Effect of dilutive stock
    options & warrants






4,149,305



3,372,835Diluted weighted-average shares
    outstanding


20,818,898



28,230,491



31,047,056Net income (loss) per share:Basic

$
(0.12
)

$
0.22


$
0.27Diluted

$
(0.12
)

$
0.19


$
0.24   Other
    Comprehensive (Loss) Income
    February 28, 2006


February 28, 2007Foreign currency translation
    adjustments

$
(30,000
)

$
43,000Unrealized loss on marketable
    securities


(98,000
)


(70,000
)$
(128,000
)

$
(27,000
)  49




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Common
    Stock Issuances
                    Note 6.
    Stock
    Options   50




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          February 28, 2005


February 28, 2006


February 28, 2007Weighted





Weighted





WeightedNumber of


Average


Number of


Average


Number of


AverageUnexercised


Exercise


Unexercised


Exercise


Unexercised


ExerciseOptions


Price


Options


Price


Options


PriceOutstanding at beginning of year


4,450,000


$
0.89



2,350,000


$
0.36



3,546,672


$
1.05Granted


700,000



1.64



1,503,846



2.04



780,000



4.05Exercised










(224,174
)


0.73



(1,247,966
)


0.56Cancelled


(2,800,000
)


1.90



(83,000
)


0.32



(86,667
)


2.01Outstanding at end of year


2,350,000


$
0.36



3,546,672


$
1.05



2,992,039


$
2.00   5-year
  10-year
  10-year
     51




---



##### Table of Contents



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





Options ExercisableOptions


Average





OptionsOutstanding


Remaining


Weighted-


Exercisable


Weighted-at


Contractual


Average


at


AverageFebruary 28,


Life


Exercise


February 28,


ExerciseRange of Exercise Prices

2007


(Years)


Price


2007


Price$.28 to $.32


555,800



6.79


$
0.31



555,800


$
0.31$.40 to $.65


735,000



3.93


$
0.40



735,000


$
0.40$.85 to $3.65


1,701,239



8.78


$
3.24



483,033


$
2.422,992,039











1,773,833      52




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2005


2007Dividend yield:


0
%


0
%


0
%Expected volatility:


100
%


100
%


100
%Risk-free interest rate:


4.75
%


4.75
%


6.00
%Expected lives:


6.07



8.00



10.00             Note 7.
    Litigation
    and Other Legal Matters  Status
    of International Treaty Concerning the Titanic
    Wreck
  Salvor-in-Possession Salvor-in-Possession
   53




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Salvor-in-Possession
  Status
    of
    Salvor-in-Possession
    and Interim Salvage Award Proceedings
  Salvor-in-Possession Salvor-in-Possession.
  Salvor-in-Possession
    Other
    Ongoing Litigation
   54




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   RMS Titanic, Inc. v. Georgette Alithinos, International
    Advantage, Inc. and Renaissance Entertainment, EPE
  Settled
    Litigation
  Exhibit Human: The Wonders Within, Inc. and RMS
    Titanic, Inc.
  Premier Exhibitions, Inc. v. Exhibit Human: The
    Wonders Within, Inc.
    Note 8.
    Notes Payable
    and Long-Term Debt       55




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               Note 9.
    Commitments
    and Contingencies       56




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Lease
    Arrangements
          Year Ended February 28,2005


2006


2007Real estate fixed rentals

$
124,000


$
207,000


$
303,000Specimen fixed rentals






1,250,000



4,093,000$
124,000


$
1,457,000


$
4,396,000     Fiscal Year2008

$
5,303,0002009


5,257,0002010


5,000,0002011


3,750,0002012


Thereafter


$
19,310,000   Note 10.
    Related
    Party Transactions     57




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 11.
    Acquisitions      Expected life of options:


2 yearsRisk-free interest rate:


4.75
%Expected volatility:


100.0
%Expected dividend yield:

$
-0-     Note 12.  Employee
    Savings Plans
   58




---



##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 13.
    Quarterly
    Financial Data (Unaudited)  Quarter EndedAs Originally





As


As


AsReported


As Restated


Reported


Reported


ReportedMay 31,


May 31,


August 31,


November 30,


February 28,Fiscal 2006

2006


2006


2006


2006


2007Revenues

$
5,824,000


$
5,824,000


$
6,278,000


$
7,946,000


$
10,039,000Expenses


4,043,000



4,060,000
(1)


4,078,000



4,347,000



5,443,000Net income


1,074,000



1,064,000
(1)


1,329,000



2,200,000



2,828,000Basic income per common share


0.04



0.04



0.05



0.08



0.10Diluted income per common share


0.04



0.03



0.04



0.07



0.09   Quarter EndedAs Originally





As Originally





As Originally





As OriginallyReported


As Restated


Reported


As Restated


Reported


As Restated


Reported


As RestatedMay 31,


May 31,


August 31,


August 31,


November 30,


November 30,


February 28,


February 28,Fiscal 2006

2005


2005


2005


2005


2005


2005


2006


2006Revenues

$
2,532,000


$
2,532,000


$
3,734,000


$
3,734,000


$
2,772,000


$
2,772,000


$
4,003,000


$
4,003,000Expenses


2,064,000



1,996,000
(1)


2,197,000



2,214,000
(1)


2,852,000



2,869,000
(1)


3,287,000



3,305,000Net income


455,000



438,000
(1)


1,503,000



1,486,000
(1)


107,000



90,000
(1)


2,883,000



3,269,000Basic income per common share


0.02



0.02



0.07



0.06
(1)


0.00



0.00



0.11



0.14Diluted income per common share


0.02



0.02



0.06



0.06



0.00



0.00



0.10



0.11   Quarter EndedAs Originally





As Originally





As Originally





As OriginallyReported


As Restated


Reported


As Restated


Reported


As Restated


Reported


As RestatedMay 31,


May 31,


August 31,


August 31,


November 30,


November 30,


February 28,


February 28,Fiscal 2005

2004


2004


2004


2004


2004


2004


2005


2005Revenues

$
391,000


$
391,000


$
2,381,000


$
2,381,000


$
2,432,000


$
2,432,000


$
1,653,000


$
1,653,000Expenses


1,263,000



1,275,000
(1)


2,232,000



2,670,000
(1)(2)


2,178,000



2,521,000
(1)(2)


2,263,000



2,764,000Net income (loss)


(875,000
)


(887,000
)(1)


134,000



(304,000
)(1)(2)


240,000



(103,000
)(1)(2)


(974,000
)


(1,123,000
)Basic income (loss) per common share


(0.05
)


(0.05
)


0.01



(0.02
)(1)(2)


0.01



0.00
(1)(2)


(0.04
)


(0.05
)Diluted income (loss) per common
    share


(0.05
)


(0.05
)


0.01



(0.02
)(1)(2)


0.01



0.00
(1)(2)


(0.04
)


(0.05
)     (1)
    
    Restated to record additional amortization for exhibition
    licenses acquired by the Company in April 2004.(2)
    
    Restated to record internally developed
    Salvor-in-Possession
    rights as an expense when incurred.(3)
    
    Restated to adjust the deferred tax asset relating to the
    companys realization of net operating loss carry forward
    for the increased tax benefit.(4)
    
    On November 30, 2005, the Company sold a 3% ownership
    interest in the RMS Carpathia to Legal Access Technologies, Inc.
    for $500,000. In addition, the Company sold it a twenty-five
    year license to conduct joint expeditions with the Company to
    the Carpathia for the purpose of exploring and salvaging the
    Carpathia for $200,000. Under the terms of this agreement, Legal
    Access Technologies, Inc. was obligated to make payments under a
    payment schedule of $100,000 on December 12, 2005 and the
    balance of $400,000 on February 15, 2006. In the event of
    default, the Company had the option to terminate this agreement.
    The Company reflected this transaction as a gain on the sale of
    the Carpathia interest of $459,000 during the quarter ended
    November 30, 2005. Pursuant to the terms of the agreement,
    Legal Access Technologies, Inc. was obligated to make the
    following scheduled payments to the Company: (i) $100,000
    on December 12, 2005; and (ii) $400,000 on
    February 15, 2006. The $100,000 payment was collateralized
    with 1,400,000 shares of Legal 59




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##### Table of Contents



PREMIER
    EXHIBITIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Access Technologies, Inc.s common stock, which satisfied
    its obligation to make the first payment. Legal Access
    Technologies, Inc. failed to make the second scheduled payment
    and, on April 3, 2006, the Company terminated its agreement
    with the Legal Access Technologies, Inc. In accordance with the
    agreement, the Company retained the collateral in the form of
    Legal Access Technologies, Inc.s common stock. As a result
    of this default and the Companys subsequent termination of
    the agreement, the Company reversed the gain of
    $459,000 net of the gain from the retention of the
    marketable securities of $168,000 that was recognized during our
    quarter ended November 30, 2005.  Note 14.
    Restated
    Financial Statements    Salvor-in-Possession
  Salvor-in-Possession Salvor-in-Possession
     60




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##### Table of Contents



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





Effect ofReported


As Restated


RestatementConsolidated Balance
    Sheet  February 28, 2005Salvor-in-possession
    rights


879,000







(879,000
)(2)Exhibition licenses


685,000



622,000



(63,000
)(1)Accumulated deficit


(12,665,000
)


(13,607,000
)


(942,000
)Consolidated Statements of
    Operations  for the year ended February 28,
    2005Depreciation and amortization


378,000



441,000



63,000
(1)Expedition costs






879,000



879,000
(2)Net Income


(1,475,000
)


(2,417,000
)


(942,000
)Basic income (loss) per common
    share


(0.07
)


(0.12
)


(0.05
)Diluted income (loss) per common
    share


(0.07
)


(0.12
)


(0.05
)Consolidated Statements of Cash
    Flows  for the year ended February 28,
    2005Depreciation and amortization


378,000



441,000



63,000
(1)Increase (decrease) in prepaid
    expenses and other current assets


(1,264,000
)


(1,031,000
)


233,000
(1)Purchase of exibition licenses






(233,000
)


(233,000
)(1)Investement in
    salvor-in-possession
    rights


879,000







(879,000
)(2)Net cash provided (used) by
    operating activities


595,000



(51,000
)


(646,000
)Net cash provided (used) by
    financing activities


(1,613,000
)


(967,000
)


646,000Consolidated Statements of
    Stockholders Equity and Comprehensive Loss  for
    the year ended February 28, 2005Net loss


(1,475,000
)


(2,417,000
)


(942,000
)     (1)
    
    Restated to record additional amortization for exhibition
    licenses acquired by the Company in April 2004(2)
    
    Restated to record internally developed
    salvor-in-possession
    rights as an expense when incurred.(3)
    
    Restated to adjust the deferred tax asset relating to the
    companys realization of net operating loss carry forward
    for the increased tax benefit. 61




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##### Table of Contents



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





Effect ofReported


As Restated


RestatementConsolidated Balance
    Sheet  February 28, 2006Salvor-in-possession
    rights


879,000







(879,000
)(2)Exhibition licenses


3,607,000



3,475,000



(132,000
)(1)Deferred income taxes


2,100,000



2,504,000



404,000
(3)Accumulated deficit


(7,717,000
)


(8,324,000
)


(607,000
)Consolidated Statements of
    Operations  for the year ended February 28,
    2006Depreciation and amortization


911,000



980,000



69,000
(1)Provision (benefit) for income
    taxes


(2,100,000
)


(2,504,000
)


(404,000
)(3)Net Income


4,948,000



5,283,000



335,000Basic income (loss) per common
    share


0.21



0.22



0.01Diluted income (loss) per common
    share


0.18



0.19



0.01Consolidated Statements of Cash
    Flows  for the year ended February 28,
    2006Depreciation and amortization


911,000



980,000



69,000
(1)Increase (decrease) in deferred
    income taxes


(2,100,000
)


(2,504,000
)


(404,000
)(3)Consolidated Statements of
    Stockholders Equity and Comprehensive Income
    (loss)  for the year ended February 28,
    2006Net Income


4,948,000



5,283,000



335,000     (1)
    
    Restated to record additional amortization for exhibition
    licenses acquired by the Company in April 2004(2)
    
    Restated to record internally developed
    salvor-in-possession
    rights as an expense when incurred.(3)
    
    Restated to adjust the deferred tax asset relating to the
    companys realization of net operating loss carry forward
    for the increased tax benefit. 62




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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)) Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
  Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
      Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   63




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##### Table of Contents



PART III.  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Form 10-K
  www.prxi.com Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.  Form 10-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Form 10-K
  Securities
    Authorized for Issuance under Equity Compensation Plans as of
    February 28, 2007
  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


2,992,039


$
2.00



71,668Equity compensation plans not
    approved by security holders










Total


2,992,039


$
2.00



71,668   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Form 10-K
 64




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  Form 10-K
 PART IV.  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    (a) Financial
    Statements.
    Report of Independent Registered
    Public Accounting Firm on Internal Control Over Financial
    Reporting


p. 33Report of Independent Registered
    Public Accounting Firm


p. 34Consolidated Balance Sheets at
    February 28, 2006 and February 28, 2007


p. 35Consolidated Statements of
    Operations for the years ended February 28, 2005, 2006 and
    2007


p. 36Consolidated Statements of Cash
    Flows for the years ended February 28, 2005, 2006 and 2007


p. 37Consolidated Statements of
    Stockholders Equity for the years ended February 28,
    2005, 2006 and 2007


p. 38Notes to Consolidated Financial
    Statements


p. 39   (b) Exhibits.
  Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit


Filing Date2.1

Agreement and Plan of Merger,
    dated October 13, 2004, among the Registrant, RMS Titanic,
    Inc. and RMST Mergersub, Inc.



8-K


2.3


10-20-043.1

Articles of Incorporation



8-K


3.1


10-20-043.2

Amendment to Articles of
    Incorporation



SB-2


3.2


01-05-063.3

Bylaws



8-K


3.2


10-20-044.1

Form of Common Stock Certificate



8-K/A


4.1


11-01-044.2#

2004 Stock Option Plan and Form of
    Stock Option



8-K


10.2


10-20-044.3#

2000 Stock Option Plan and Form of
    Stock Option



8-K


10.1


10-20-0410.1#

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



10-K


10.23.8


06-18-0210.2#

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



10-K


10.50


06-15-0410.3#

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



10-K


10.54


06-15-0410.4

Form of Registration Rights
    Agreement from October 2005 private placement



SB-2


10.10


01-05-06 65




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##### Table of Contents



Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit


Filing Date10.5

Acquisition Letter Agreement among
    Premier Acquisitions, Inc. and Exhibitions International, LLC,
    et al. dated March 7, 2005



10-Q


10.1


07-14-0510.6

Commercial Security Agreement
    dated December 14, 2005 between the Company and Bank of
    America, N.A.



8-K


99.2


01-13-0610.7

Settlement Agreement dated
    January 30, 2006 and approved by the United States District
    Court for the Eastern District of Virginia in connection with
    the settlement of Lawrence DAddario v. Arnie Geller,
    Gerald Couture, Joe Marsh and R.M.S. Titanic, Inc.



S-1


10.25


04-07-0610.8#

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



8-K


99.1


02-24-0610.9#

Employment Agreement dated
    March 14, 2006



8-K


99.1


03-20-06between the Registrant and Brian
    Wainger10.10#

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



8-K


99.2


03-20-0610.11#

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



8-K


99.3


03-20-0610.12#

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



8-K


99.1


03-21-0610.13

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



8-K





03-31-0610.14#

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



8-K





04-19-0610.15

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


06-01-0610.16

Settlement Agreement and Mutual
    Special Release, dated June 1, 2006, between the Registrant
    and William Morris Agency



10-Q


10.2


07-14-0610.17

Note and Credit Agreement, dated
    as of June 27, 2006, between the Registrant and Bank of
    America, N.A.



8-K


99.1


07-07-0610.18

Settlement Agreement, dated
    September 20, 2006, by and among the Registrant, Sam Tour
    (USA), Inc., JAM Exhibitions, LLC and Concert Productions
    International, Inc.



8-K


99.1


09-21-0610.19

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



8-K


99.2


03-02-0710.20

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



8-K


99.1


03-02-0711.1

Computation of Earnings Per Share
    (See Notes to Financial Statements)

X21.1

Subsidiaries of the Registrant

X31.1

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

X 66




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##### Table of Contents



Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit


Filing Date31.2

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

X32.1

Certification of 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. 67




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##### Table of Contents



SIGNATURES
      By: /s/ Arnie Geller

Dated: May 10, 2007Arnie
    Geller
    President and Chief Executive Officer     /s/  Arnie
    Geller

May 10, 2007Arnie
    Geller, President,
    Chief Executive Officer,
    Chairman of the Board
    (Principal Executive Officer)/s/  Stephen
    Couture

May 10, 2007Stephen
    Couture, Vice President and
    Chief Financial Officer, Directore
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  N.
    Nick Cretan

May 10, 2007N.
    Nick Cretan, Director/s/  Doug
    Banker

May 10, 2007Doug
    Banker, Director/s/  Alan
    Reed

May 10, 2007Alan
    Reed, Director  68