8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): January 23, 2017

Premier Exhibitions, Inc.

(Exact name of Registrant as Specified in Charter)

FLORIDA	000-24452	20-1424922
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071

(Address of Principal Executive Offices) (Zip Code)

(404) 842 - 2600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.       Regulation FD Disclosure.

As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). On January 23, 2017, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of December 1, 2016 through December 31, 2016 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 and incorporated into this Item 7.01 by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Cautionary Statements Regarding the Monthly Operating Reports

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company’s reports pursuant to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

Exchange Act Reports

The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.

Additional Information Regarding the Chapter 11 Filing

Information about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders of Premier Exhibitions, Inc. at http://www.jndla.com/cases/premiercommittee", docket numbers 440-447. Information contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.

Item 9.01.       Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
99.1	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions, Inc.
99.2	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibition Management LLC
99.3	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for RMS Titanic, Inc.
99.4	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Arts and Exhibitions International, LLC
99.5	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Merchandising LLC
99.6	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions International, LLC
99.7	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions NYC, LLC
99.8	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Dinosaurs Unearthed Corp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PREMIER EXHIBITIONS, INC.
Date: January 26, 2017	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions, Inc.
99.2	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibition Management LLC
99.3	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for RMS Titanic, Inc.
99.4	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Arts and Exhibitions International, LLC
99.5	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Merchandising LLC
99.6	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions International, LLC
99.7	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Premier Exhibitions NYC, LLC
99.8	Monthly Operating Report for the Period of December 1, 2016 through December 31, 2016, dated January 23, 2017 for Dinosaurs Unearthed Corp.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION 

	IN RE:			}	CASE NUMBER
				}	3:16-bk-02232-PMG
	PREMIER EXHIBITIONS, INC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS, INC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600

Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day of the following month.

For assistance in preparing the Monthly Operating Report, refer to the following resources on the United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm 

1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report

2)  Initial Filing Requirements

3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/  

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number	3:16-bk-02232-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$Nil	( a )	$Nil	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -
	C. Other receipts (see MOR-3)	$                    -
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$                    -		$                           -
4. Total funds available for operations (line 1+line 3)		$Nil		$Nil
5. Disbursements
	A. Advertising
	B. Bank charges
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses	$                    -
6. Total Disbursements (sum of 5A thru W)		$                    -		$                           -
7. Ending balance (line 4 minus line 6)		$Nil	( c )	$Nil	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	This figure will not change from month to month.  It is always the amount of funds on hand as of the date of the petition.
(c)	These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
None
TOTAL OTHER RECEIPTS			$                          -	$                         -
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance				( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$                        -	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
	$                  -		$                        -	$                           -	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)	This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).
(c)	These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$                                 -	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting documentation
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$Nil	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee Program prior to completing this section).
Secured Creditor / Lessor		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition Payments Delinquent		Total Amount of Post Petitiion Payments Delinquent
None
TOTAL			$Nil	(d)

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b, c)	The total of line (b) must equal line (c).
(d)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3

Inventory and Fixed Assets Report

Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$Nil
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$Nil	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$Nil
METHOD OF COSTING INVENTORY:
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	None				= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$Nil	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
None
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$Nil	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$Nil
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:
None

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). 

Attachment 5B
Check register - payroll account
Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				$Nil	(a)
	Sales & Use Taxes Paid				$Nil	(b)
	Other Taxes Paid				$Nil	(c)
	TOTAL				$Nil	(d)

(a)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5O)
(b)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5P)
(c)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5Q)
(d)	These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable	None
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)

(c)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No changes
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
None
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX

Premier Exhibitions, Inc.

Per MOR-3

(Unaudited) Combined Balance Sheet

(Unaudited) Combined Profit and Loss Statement

(Unaudited) Combined Statement of Income (all subsidiaries)

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.2

Exhibit 99.2

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

	IN RE:			}	CASE NUMBER
				}	3:16-bk-02233-PMG
	PREMIER EXHIBITIONS MANAGEMENT, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
			FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS MANAGEMENT, LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600

Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day of the following month.

For assistance in preparing the Monthly Operating Report, refer to the following resources on the United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm 

1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report

2)  Initial Filing Requirements

3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

EXHIBIT LIST OF DOCUMENTS / FILES FOR US TRUSTEE

	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
	Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
	Date of Petition:	14-Jun-16
Premier Exhibitions Management, LLC
Per MOR-2
SEE BALANCE SHEET & GENERAL LEDGER
EXHIBIT ITEM
1	Premier Exhibitions Management Balance Sheet 12-31-16
2	GL Detail 12-2016
SEE PROFIT & LOSS STATEMENT
EXHIBIT ITEM
3	Premier Exhibition Management Income Statement 12-31-16
BANK STATEMENTS AND RECONCILIATIONS ATTACHED
EXHIBIT ITEM					EXHIBIT ITEM
4	12.2016 - 3309 TUT Account $0.00				15	11.2016 - 9721 Sweep (CLOSED)
5	12.2016 - 4747 Sweep				16	11.2016 - 9747 INACTIVE (CLOSED)
6	11.2016 - 7129 INACTIVE (CLOSED)				17	11.2016 - 9754 INACTIVE (CLOSED)
7	08.2016 - 7579 Old Account (CLOSED)				18	12.2016 - 9762 Sweep (Orlando)
8	08.2016 - 8357 Inactive (CLOSED)				19	11.2016 - 9770 Sweep INACTIVE
9	12.2016 - 9523 Check Clearing Account and Reconciliation				20	12.2016 - 9788 Sweep (Las Vegas)
10	12.2016 - 9655 Sweep				21	12.2016 - 9697 Bank Reconciliation (Refer to EX 12)
11	12.2016 - 9663 Sweep Online Sales				22	Premier UK August Statement - CLOSED
12	12.2016 - 9697 Operating Bank Account				23	12.2016 - 1139 Wells Fargo August 2016 Statement $4,448.16
13	12.2016 - 9705 Deposit Clearing Account				24
14	12.2016 - 9713 Payroll Bank Account				25	10999 Undeposited Funds - 12-31-2016
Per MOR-3					Per MOR-4
EXHIBIT ITEM					EXHIBIT ITEM
26	12.2016 Cash Transactions History					Please refer to MOR-2 Exhibit 1 named, Premier Exhibitions Management Balance Sheet 12-31-16
	Please refer to MOR-2 Exhibit 2 named, GL Detail 12-2016				28	12.2016 Aged AR Detail
27	12.2016 Check Register				29	12.2016 AR Transactions
						Same as MOR-2 and MOR-3 - GL Detail 12-2016
						See above - 12.2016 Aged AR Detail
Per MOR-5					Per MOR-6
EXHIBIT ITEM					EXHIBIT ITEM
30	12.2016 Aged AP Detail					Please refer to MOR-2 Exhibit 1 named, Premier Exhibitions Management Balance Sheet 12-31-16
31	12.2016 Post-Petition AP Invoices				33	12000 - Inventory
32	12.2016 AP Transactions				33A	Inventory Aging
	Paid July Sales Tax in August $27,070.66
Per MOR-7
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED
Per MOR-8
Please refer to MOR-3 Exhibit 27 named, 12.2016 Check Register
Per MOR-9, MOR-10, MOR-11 and MOR-12
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED
In addition to MOR-2, the following documents support MOR-9
34	12.2016 Payroll (A)				37	12.2016 Payroll (2)
35	12.2016 Payroll (1)				38	12.2016 Payroll (C)
36	12.2016 Payroll (B)				39	Payrolls as in previous exhibits
Per MOR-13
EXHIBIT ITEM
40	BofA CD Withdrawal Notice 08.23.16		(Aug MOR)
41	12.2016 - 10030 Petty Cash
Per MOR-14
42	Paid Nov Sales Tax in Sept $118,508.12
Please refer to MOR-5 Exhibit 30 named, 12.2016 Aged AP Detail

SCHEDULE OF RECEIPTS AND DISBURSEMENTS  

	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
Date of Petition:	14-Jun-16
SEE BALANCE SHEET & GENERAL LEDGER
1	Premier Exhibitions Management Balance Sheet 12-31-16
2	GL Detail 12-2016
SEE PROFIT & LOSS STATEMENT
3	Premier Exhibition Management Income Statement 12-31-16
BANK STATEMENTS AND RECONCILATIONS ATTACHED
4	12.2016 - 3309 TUT Account $0.00	15	11.2016 - 9721 Sweep (CLOSED)
5	12.2016 - 4747 Sweep	16	11.2016 - 9747 INACTIVE (CLOSED)
6	11.2016 - 7129 INACTIVE (CLOSED)	17	11.2016 - 9754 INACTIVE (CLOSED)
7	08.2016 - 7579 Old Account (CLOSED)	18	12.2016 - 9762 Sweep (Orlando)
8	08.2016 - 8357 Inactive (CLOSED)	19	11.2016 - 9770 Sweep INACTIVE
9	12.2016 - 9523 Check Clearing Account and Reconciliation	20	12.2016 - 9788 Sweep (Las Vegas)
10	12.2016 - 9655 Sweep	21	12.2016 - 9697 Bank Reconciliation (Refer to EX 12)
11	12.2016 - 9663 Sweep Online Sales	22	Premier UK August Statement - CLOSED
12	12.2016 - 9697 Operating Bank Account	23	12.2016 - 1139 Wells Fargo August 2016 Statement $4,448.16
13	12.2016 - 9705 Deposit Clearing Account	24
14	12.2016 - 9713 Payroll Bank Account	25	10999 Undeposited Funds - 12-31-2016
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$       1,429,701.31	( a )	$     1,235,737.00	( b )
2. Receipts:
3. Total receipts (lines 2A+2B+2C)
4. Total funds available for operations (line 1+line 3)
5. Disbursements
6. Total Disbursements (sum of 5A thru W)
7. Ending balance (line 4 minus line 6)		$       1,220,431.51	( c )	$     1,220,431.51	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	This figure will not change from month to month.  It is always the amount of funds on hand as of the date of the petition.
(c)	These two amounts will always be the same if form is completed correctly.

 SCHEDULE OF RECEIPTS AND DISBURSEMENTS

 Detail of Other Receipts and Other Disbursements

OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
SEE CASH TRANSACTION JOURNAL AND GENERAL LEDGER ATTACHED
26	12.2016 Cash Transactions History
	Please refer to MOR-2 Exhibit 2 named, GL Detail 12-2016
TOTAL OTHER RECEIPTS			$                          -	$                         -
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
SEE CHECK REGISTER ATTACHED AND GENERAL LEDGER
27	12.2016 Check Register
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.

Attachment 1

Monthly Accounts Receviable Reconciliation and Aging

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$   1,076,512.00
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which
not been received):		SEE BALANCE SHEET
	SEE AR TRANSACTION REGISTER , AGED AR LISTING, GENERAL LEDGER
	Premier Exhibitions Management Balance Sheet 12-31-16
28	12.2016 Aged AR Detail
29	12.2016 AR Transactions
	GL Detail 12-2016
Beginning of Month Balance			$       824,074.72	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$   1,948,599.81	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
	$                  -		$                        -	$                           -	( c )
SEE AGED AR LISTING
See above - 12.2016 Aged AR Detail
For any receivables in the “Over 90 Days” category, please provide the following:
NO POST PETITION RECEIVABLES OVER 90 DAYS
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility write-off, disputed account, etc.
Total						$                    -

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)	This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).
(c)	These two amounts must equal.

Attachment 2

Monthly Accounts Payable and secured payments report

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
SEE AGED AP LISTING
30	12.2016 Aged AP Detail
31	12.2016 Post-Petition AP Invoices
Total amount				$                                 -	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting documentation.
Accounts payable reconciliation (post petition unsecured debt only)
SEE AP TRANSACTIONS,
32	12.2016 AP Transactions
Opening Balance				( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$                                                 -	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month*	Number of Post Petitition	Total Amount of Post Petitiion
Lessor				Payments Delinquent	Payments Delinquent
Feng Lange
Haiping Zou
Zhang Jihe
Premier accrues interest each month but not paid out to the above secured creditors.
			-	(d)
Leases
Monthly property lease payments have been made in full for the month of August.

(b, c)	The total of line (b) must equal line (c).
(d)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3

Inventory and Fixed Assets Report

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION
33	12000 - Inventory
INVENTORY BALANCE AT PETITION DATE:			$   744,012.25
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$            608,473.00	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold			$            (10,847.00)
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$            597,626.00
METHOD OF COSTING INVENTORY:			Weighted average cost
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
33A	Inventory Aging
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	26%	42%	32%		= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
Represents inventory related to non-touring exhibits
FIXED ASSET REPORT		SEE BALANCE SHEET
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$        4,000,000.00	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month					(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$                             -
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9697
Purpose of account:	OPERATING SWEEP
Ending balance per bank statement				$                           -
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits				$                           -	*
Minus: service charges				$                           -
End of month balance				$                           -	** ( a )
SEE BALANCE SHEET, BANK STATEMENT, RECONCILATION FOR ALL BANK ACCOUNTS
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
ALL SWEEP ACCOUNTS TRANSFER INTO MAIN ACCOUNT.  THERE IS ALSO CHECK AND DEPOSIT CLEARING ACCOUNTS.
	$ 239,128.47	Transferred to Payroll Account (BoA -9713)
	$Nil	Transferred to Tax Account

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3709 3309
Purpose of account:	PEM TUT
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Wells Fargo Business Choice Checking		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	5812171139
Purpose of account:	OPERATING
Ending balance per bank statement				$                 4,448.16
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$                 4,448.16	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
		See Exhibit
		22	Premier UK August Statement - CLOSED
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number	10134386	CLOSED JULY 1, 2016
Account name	Premier (United Kingdom) Limited		Account number	10134351	CLOSED AUGUST 1, 2016
Purpose of account:	OPERATING
Ending balance per bank statement			GBP	$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges
End of month balance			GBP	$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9697
Purpose of account:	OPERATING SWEEP
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
SEE ATTACHED CHECK REGISTER
	27	12.2016 Check Register
Total

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3709 3309
Purpose of account:	PEM TUT
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None
Total				$Nil

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Wells Fargo Business Choice Checking		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	5812171139
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None
Total				$Nil

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number	10134386
Account name	Premier (United Kingdom) Limited		Account number	10134351
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
10134386 CLOSED OUT JULY 1, 2016 - FUNDS TRANSFERRED TO PEM
10134351 CLOSED OUT IN AUGUST 2016 - FUNDS TRANSFERRED TO PEM
Total				$                             -

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9713
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
Refer to the following documents:
	34	12.2016 Payroll (A)		37	12.2016 Payroll (2)
	35	12.2016 Payroll (1)		38	12.2016 Payroll (C)
	36	12.2016 Payroll (B)		39	Payrolls as in previous exhibits
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - Payroll Account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9713
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
See Payroll Journals listed in MOR-9
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
		PAYROLL ACCOUNT IS USED TO PAY TAXES
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5C
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
		PAYROLL ACCOUNT IS USED TO PAY TAXES
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				See Exhibit 14	(a)
	Sales & Use Taxes Paid				$0	(b)
	Other Taxes Paid				$0	(c)
	TOTAL					(d)

(a)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5O)
(b)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5P)
(c)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5Q)
(d)	These two lines must be equal.

Attachment 4D
Investment Accounts and Petty Cash Report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable	Not applicable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
				$Nil
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
			$                                     -
SEE SCHEDULE ATTACHED			$                                     -
41	12.2016 - 10030 Petty Cash
			$                                     -
Total		$                                      -	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.			None
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)				(c)

(C)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
Total			$Nil
SEE AGED AP LISTING - COURT APPROVED TAX PAYMENTS IN AUGUST AND ALL TAXES WERE PAID
1	Premier Exhibitions Management Balance Sheet 12-31-16
42	Paid Nov Sales Tax in Sept $118,508.12

Attachment 7

Summary of Officer or Owner Compensation

Summary of personnel and insurance coverages

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
Daoping Bao	CEO	Bi-weekly salary	$   15,996.00	<--50% paid by PEM via invoice by Dinoking
Jerome Henshall	CFO	Bi-weekly salary	$   13,846.00
Jessica Sanders	Corp. Secretary	Bi-weekly salary	$      8,461.00
Total			$   38,303.00
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			29	68
Number hired during the period			0	6
Number terminated or resigned during period			0	2
Number of employees on payroll at end of period			29	72
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
Directors and Officers - Certificate of Insurance
Renewed on a 6 month term (same premium fees; prorated for 6 months)
Directors & Officers Excess #DFX1491056 $5,000,000 Limit (Great American Insurance Company)
Term: November 1, 2016 to April 1, 2017
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
No significant developments
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

EX-99.3

Exhibit 99.3

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02230-PMG
	RMS TITANIC, INC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
RMS TITANIC, INC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day
of the following month.
For assistance in preparing the Monthly Operating Report, refer to the following resources on the
United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm
1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2)  Initial Filing Requirements
3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	RMS TITANIC, INC		Case Number	3:16-bk-02230-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank (Trust Account)		$  534,027.89	( a )	$         483,632.34	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -
	C. Other receipts (see MOR-3)	$             90.46		$           50,550.05
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$             90.46		$           50,550.05
4. Total funds available Trust Account (line 1+line 3)		$  534,118.35		$         534,182.39
5. Disbursements
	A. Advertising
	B. Bank charges	$                    -		$                           -
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other - Federal withholding			$                    64.04
6. Total Disbursements (sum of 5A thru W)		$                    -		$                    64.04
7. Ending balance (line 4 minus line 6)		$  534,118.35	( c )	$         534,118.35	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of
my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall
(a) This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b) This figure will not change from month to month.  It is always the amount of funds on hand as of the date of
the petition.
(c) These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
Interest income			$                   90.46	$                550.05
Quarterly transfer from PEM operating account				$          50,000.00
TOTAL OTHER RECEIPTS			$                   90.46	$          50,550.05
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
$                                  -
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
Federal witholding			$                          -	$                  64.04
TOTAL OTHER DISBURSEMENTS			$                          -	$                  64.04
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$Nil	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$                     -	$                  -	$                            -	$                        -	$Nil	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None
(a)This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)This must equal the number reported in the “Current Month” column of Schedule of Receipts and
Disbursements (Page MOR-2, Line 2B).
(c)These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$Nil	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting
documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$Nil	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee
Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition		Total Amount of Post Petitiion
Lessor				Payments Delinquent		Payments Delinquent
None			$                                                 -
TOTAL			$Nil	(d)
(a) This number is carried forward from last month’s report.  For the first report only, this number will be
the balance as of the petition date.
(b, c) The total of line (b) must equal line (c).
(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3
Inventory and Fixed Assets Report
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$Nil
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$Nil	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$Nil
METHOD OF COSTING INVENTORY:			No inventory
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
					= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$   218,023,300.00	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$        2,847,041.15	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs				$              (1,166.80)	*
Ending Monthly Balance				$        2,845,874.35
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
Note to reader - this adjustment relates to physical "lumps of coal" sold as souvenirs through our merchandise retail operations
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:
No purchases or disposals during the reporting period.
(a) This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b) Fair Market Value is the amount at which fixed assets could be sold under current economic conditions.
Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	RMS Titanic Inc.		Account number	3340 3707 4069
Purpose of account:	OPERATING - TRUST ACCOUNT
Ending balance per bank statement				$          534,027.89
Plus total amount of outstanding deposits				$                    90.46
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$          534,118.35	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:			None
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment
4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	None	Transferred to Payroll Account
	None	Transferred to Tax Account
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	RMS Titanic Inc.		Account number	3340 3707 4069
Purpose of account:	OPERATING - TRUST ACCOUNT
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None				$                             -
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - payroll account
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None					$                                      -
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				$Nil	(a)
	Sales & Use Taxes Paid				$Nil	(b)
	Other Taxes Paid				$Nil	(c)
	TOTAL				$Nil	(d)
(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5O)
(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5P)
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5Q)
(d) These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None			$                                     -
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page
MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No changes
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
None
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX

RMS Titanic, Inc.

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

RMS Titanic, Inc.

Per MOR-7

Bank reconciliation form – Bank of America *4069

Account statement – Bank of America *4069

STANDARD BANK RECONCILIATION
			Month	December	Year	2016
	Account No.	* 4069			Account Name		Bank of America - RMS Titanic Inc.
Bank Balance shown on Bank Statement					$      534,027.89		Your transaction register balance		$             534,027.89
Add (+)							Add (+)
Deposits not shown on Bank Statement							Other credits shown on the bank
							statement but not in transaction register
Total					$      534,027.89
							Add (+)
Subtract (-)							Interest paid on bank statement		$                       90.46
Checks and other items outstanding but not
paid on Bank Statement							Total		$             534,118.35
Number	Amount	Number	Amount				Subtract (-)
	$		$				Other debits shown on bank statement
							but not in transaction register
							Number	Amount
							Bank charges	0
			Total Subtractions		$                       -			Total Subtractions	$                              -
			Balance		$      534,027.89			Balance	$             534,118.35

EX-99.4

Exhibit 99.4

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

	IN RE:			}	CASE NUMBER
				}	3:16-bk-02238-PMG
	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
ARTS AND EXHIBITIONS INTERNATIONAL, LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600

Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day of the following month.

For assistance in preparing the Monthly Operating Report, refer to the following resources on the United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm 

1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report

2)  Initial Filing Requirements

3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/ 

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number	3:16-bk-02238-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$Nil	( a )	$Nil	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -		$                           -
	C. Other receipts (see MOR-3)
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$                    -		$                           -
4. Total funds available for operations (line 1+line 3)		$Nil		$Nil
5. Disbursements
	A. Advertising
	B. Bank charges
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses
6. Total Disbursements (sum of 5A thru W)		$                    -		$                           -
7. Ending balance (line 4 minus line 6)		$Nil	( c )	$Nil	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	This figure will not change from month to month.  It is always the amount of funds on hand as of the date of the petition.
(c)	These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER RECEIPTS			$Nil	$Nil
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
$                                  -
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER DISBURSEMENTS			$Nil	$Nil
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$Nil	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$                     -	$                  -	$                            -	$                        -	$Nil	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)	This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).
(c)	These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$Nil	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$Nil	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition	Total Amount of Post Petitiion
Lessor				Payments Delinquent	Payments Delinquent
None			$                                                 -
TOTAL			$Nil	(d)

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b, c)	The total of line (b) must equal line (c).
(d)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3
Inventory and Fixed Assets Report
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$Nil
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$Nil	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$Nil
METHOD OF COSTING INVENTORY:			No inventory
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
					= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$Nil	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$                    37,500	(a)(b)
MINUS:  Depreciation Expense				$                    (8,333)
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$                    29,167
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:			None
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment  4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	None	Transferred to Payroll Account
	None	Transferred to Tax Account

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None				$                             -
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - payroll account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None					$                                      -
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16	Period ending	31-Dec-16
Name of bank	None	Branch	None
Account name	None	Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check Number	Payee	Purpose	Amount
None
TOTAL				$Nil	(d)
SUMMARY OF TAXES PAID
	Payroll Taxes Paid			$Nil	(a)
	Sales & Use Taxes Paid			$Nil	(b)
	Other Taxes Paid			$Nil	(c)
	TOTAL			$Nil	(d)

(a)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5O)
(b)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5P)
(d)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5Q)
(d)	These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None
			$                                     -
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)

(c)  The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No change
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
None
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX 

Arts and Exhibitions International, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.5

Exhibit 99.5

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02236-PMG
	PREMIER EXHIBITIONS MERCHANDISING LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS MERCHANDISING LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day
of the following month.
For assistance in preparing the Monthly Operating Report, refer to the following resources on the
United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm
1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2)  Initial Filing Requirements
3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number	3:16-bk-02236-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$Nil	( a )	$Nil	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -
	C. Other receipts (see MOR-3)
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$                    -		$                           -
4. Total funds available for operations (line 1+line 3)		$Nil		$Nil
5. Disbursements
	A. Advertising
	B. Bank charges
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses
6. Total Disbursements (sum of 5A thru W)		$                    -		$                           -
7. Ending balance (line 4 minus line 6)		$Nil	( c )	$Nil	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of
my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall
(a)This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b)This figure will not change from month to month.  It is always the amount of funds on hand as of the date of
the petition.
(c)These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER RECEIPTS			$Nil	$Nil
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
$                                  -
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER DISBURSEMENTS			$Nil	$Nil
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$Nil	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$                     -	$                  -	$                            -	$                        -	$Nil	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None
(a)This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)This must equal the number reported in the “Current Month” column of Schedule of Receipts and
Disbursements (Page MOR-2, Line 2B).
(c)These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$Nil	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting
documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$Nil	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee
Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition		Total Amount of Post Petitiion
Lessor				Payments Delinquent		Payments Delinquent
None			$                                                 -
TOTAL			$Nil	(d)
(a)This number is carried forward from last month’s report.  For the first report only, this number will be
the balance as of the petition date.
(b, c) The total of line (b) must equal line (c).
(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3
Inventory and Fixed Assets Report
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$            260,167.00
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month				(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold			$                             -
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$                             -
METHOD OF COSTING INVENTORY:			Weighted average cost
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
Note: In July MOR, PE Merch transferred its inventory to Premier Exhibitions Management, LLC
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	0%	45%	55%	0%	100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$Nil	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
No fixed assets
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$Nil	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$Nil
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:
(a)This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b)Fair Market Value is the amount at which fixed assets could be sold under current economic conditions.
Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:			None
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment
4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	None	Transferred to Payroll Account
	None	Transferred to Tax Account
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None				$                             -
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - payroll account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None					$                                      -
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				$Nil	(a)
	Sales & Use Taxes Paid				$Nil	(b)
	Other Taxes Paid				$Nil	(c)
	TOTAL				$Nil	(d)
(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5O)
(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5P)
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5Q)
(d) These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None
			$                                     -
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page
MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
NOT APPLICABLE
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	PREMIER EXHIBITIONS MERCHANDISING LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
		PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
		CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
Please refer Premier Exhibitions Management, LLC Monthly Operating Report for June.
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
No significant developments
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX 

Premmier Exhibitions Merchandising, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.6

Exhibit 99.6

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

	IN RE:			}	CASE NUMBER
				}	3:16-bk-02234-PMG
	PREMIER EXHIBITIONS INTERNATIONAL, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS INTERNATIONAL, LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day
of the following month.
For assistance in preparing the Monthly Operating Report, refer to the following resources on the
United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm
1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2)  Initial Filing Requirements
3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number	3:16-bk-02234-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$Nil	( a )	$Nil	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -
	C. Other receipts (see MOR-3)
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$                    -		$                           -
4. Total funds available for operations (line 1+line 3)		$Nil		$Nil
5. Disbursements
	A. Advertising
	B. Bank charges
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses
6. Total Disbursements (sum of 5A thru W)		$                    -		$                           -
7. Ending balance (line 4 minus line 6)		$Nil	( c )	$Nil	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of
my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall

(a) This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.

(b) This figure will not change from month to month.  It is always the amount of funds on hand as of the date of the petition.

(c) These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER RECEIPTS			$Nil	$Nil
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
$                                  -
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER DISBURSEMENTS			$Nil	$Nil
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$                        -	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$                     -	$                  -	$                            -	$                        -	$Nil	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None

(a) This number is carried forward from last month’s report.  For the first report only, this number will be zero.

(b) This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).

(c) These two amounts must equal.            

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number :	3:16-bk-02234-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$Nil	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$                                                 -	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee
Program prior to completing this section).
Secured Creditor / Lessor		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition		Total Amount of Post Petitiion
				Payments Delinquent		Payments Delinquent
None			$                                                 -
TOTAL			$Nil	(d)

(a) This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.

(b, c) The total of line (b) must equal line (c).

(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).    

Attachment 3
Inventory and Fixed Assets Report
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$Nil
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$                             -	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$Nil
METHOD OF COSTING INVENTORY:			No inventory
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
					= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$Nil	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
No fixed assets
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$                             -	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$Nil
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:

(a) This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.

(b) Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.  

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:			None
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment
4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	None	Transferred to Payroll Account
	None	Transferred to Tax Account

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).  

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None				$                             -
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).   

Attachment 5B
Check register - payroll account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None					$                                      -
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).   

Attachment 5B
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				$                                      -	(a)
	Sales & Use Taxes Paid				$                                      -	(b)
	Other Taxes Paid				$                                      -	(c)
	TOTAL				$Nil	(d)

(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5O)

(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5P)

(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5Q)

(d) These two lines must be equal.        

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None
			$                                     -
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)

(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).          

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No changes
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8

Significant Developments During Reporting Period  

Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
None
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX 

Premier Exhibitions International, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

PREMIER EXHIBITIONS INTERNATIONAL, LLC
BALANCE SHEET
ASSETS	31-Dec-16
Due from Premier Exhibitions Management LLC	$                  1
CAPITAL STOCK
Common stock	$                  1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil

EX-99.7

Exhibit 99.7

	UNITED STATES BANKRUPTCY COURT
	MIDDLE DISTRICT OF FLORIDA
	JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02235-PMG
	PREMIER EXHIBITIONS NYC, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS NYC, LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day
of the following month.
For assistance in preparing the Monthly Operating Report, refer to the following resources on the
United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm
1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2)  Initial Filing Requirements
3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number	3:16-bk-02235-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$Nil	( a )	$Nil	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$                    -
	C. Other receipts (see MOR-3)
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$                    -		$                           -
4. Total funds available for operations (line 1+line 3)		$Nil		$Nil
5. Disbursements
	A. Advertising
	B. Bank charges
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses
6. Total Disbursements (sum of 5A thru W)		$                    -		$                           -
7. Ending balance (line 4 minus line 6)		$Nil	( c )	$Nil	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of
my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall
(a)This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b)This figure will not change from month to month.  It is always the amount of funds on hand as of the date of
the petition.
(c)These two amounts will always be the same if form is completed correctly.

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER RECEIPTS			$Nil	$Nil
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
$Nil
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER DISBURSEMENTS			$Nil	$Nil
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$NIL
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$Nil	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$                     -	$                  -	$                            -	$                        -	$Nil	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
None
(a)This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)This must equal the number reported in the “Current Month” column of Schedule of Receipts and
Disbursements (Page MOR-2, Line 2B).
(c)These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
None
Total amount				$Nil	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting
documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$Nil	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$Nil	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee
Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition		Total Amount of Post Petitiion
Lessor				Payments Delinquent		Payments Delinquent
None			$                                                 -
TOTAL			$Nil	(d)
(a)This number is carried forward from last month’s report.  For the first report only, this number will be
the balance as of the petition date.
(b, c) The total of line (b) must equal line (c).
(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3
Inventory and Fixed Assets Report
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$Nil
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$Nil	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$Nil
METHOD OF COSTING INVENTORY:			No inventory
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
					= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$Nil	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
No fixed assets
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				$Nil	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$Nil
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:
(a)This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b)Fair Market Value is the amount at which fixed assets could be sold under current economic conditions.
Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:			None
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment
4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	None	Transferred to Payroll Account
	None	Transferred to Tax Account
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None				$                             -
Total				$Nil

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - payroll account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None					$                                      -
TOTAL					$Nil

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:				None
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:	TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
The sales tax for Atlanta is filed through this entity but we have included all sales tax filings under
Premier Exhibitions Management as that is where they are paid.
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				$NIL	(a)
	Sales & Use Taxes Paid				$NIL	(b)
	Other Taxes Paid				$NIL	(c)
	TOTAL				$NIL	(d)
(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5O)
(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5P)
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5Q)
(d) These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
None
Total		$Nil	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$Nil	(c)
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page
MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
None
Total			$Nil

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
None
Total			$Nil
		PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			None
Number hired during the period			None
Number terminated or resigned during period			None
Number of employees on payroll at end of period			None
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No changes
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
None
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX

Premier Exhibitions NYC, LLC

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement  

PREMIER EXHIBITIONS NYC, LLC
BALANCE SHEET
ASSETS	31-Dec-16
Due from Premier Exhibitions Management LLC	$                  1
CAPITAL STOCK
Common stock	$                  1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil

EX-99.8

Exhibit 99.8

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02237-PMG
	DINOSAURS UNEARTHED CORP.			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the
Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
DINOSAURS UNEARTHED CORP.					NELSON MULLINS (Attn: Daniel Blanks)
#110 - 11188 Featherstone Way					50 N. Laura Street, 41st Floor
Richmond, BC  V6W 1K9					Jacksonville, FL 32202
+1 (604) 277-0707					+1 (904) 665-3600
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day
of the following month.
For assistance in preparing the Monthly Operating Report, refer to the following resources on the
United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm
1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2)  Initial Filing Requirements
3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD BEGINNING	1-Dec-16		AND ENDING	31-Dec-16
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number	3:16-bk-02237-PMG
Date of Petition:	14-Jun-16
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$  470,997.84	( a )	$            38,233.47	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	$    54,468.70		$      1,493,510.78
	C. Other receipts (see MOR-3)	$                    -		$              3,472.51
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$    54,468.70		$      1,496,983.29
4. Total funds available for operations (line 1+line 3)		$  525,466.54		$      1,535,216.76
5. Disbursements
	A. Advertising
	B. Bank charges	-$              8.38		-$                 728.30
	C. Contract labour
	D. Fixed asset payments (not incl in "N")
	E. Insurance
	F. Inventory payments
	G. Leases
	H. Manufacturing supplies
	I. Office supplies
	J. Payroll - net (see attachment 4B)
	K. Professional fees (Accounting & legal)
	L. Rent
	M. Repairs & maintenance
	N. Secured creditor payments (see attach 2)
	O. Taxes paid - payroll (see attachment 4C)
	P. Taxes paid - sales & use (see attach 4C)
	Q. Taxes paid - Other (see attachment 4C)
	R. Telephone
	S. Travel & entertainment
	T. U.S. Trustee Quarterly Fees
	U. Utilities
	V. Vehicle expenses (car rental)
	W. Other operating expenses	-$    86,220.43		-$     1,095,250.73
6. Total Disbursements (sum of 5A thru W)		-$    86,228.81		-$     1,095,979.03
7. Ending balance (line 4 minus line 6) per G/L		$  439,237.73	( c )	$         439,237.73	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of
my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall
(a)This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b)This figure will not change from month to month.  It is always the amount of funds on hand as of the date of
the petition.
(c)These two amounts will always be the same if form is completed correctly.
Note: Change from cash basis at Jun 30 to accrual basis at Jul 31 with outstanding items included

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
Detail of Other Receipts and Other Disbursements
OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
				Cumulative
Description			Current Month	Petition to Date
Texas Comptroller of Public Accounts		Refund of 2016 franchise tax	$                          -	$            1,963.51
Virginia Department of Taxation		Virginia Department of Taxation	$                          -	$            1,509.00
TOTAL OTHER RECEIPTS			$                          -	$            3,472.51
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
Dinoking Tech Inc		Production, marketing, admin and animatronics rental	$          80,000.00	$        935,000.00
Dinoking Tech Inc		Expense reimbursement		$          38,387.70
CT Corporation		Legal fee		$                380.00
A-1 Storage and Crane Service		Empty container storage		$            1,852.50
Comptroller of Public Accounts		State of Texas - Franchise tax 2016		$            2,013.51
FedEx Freight		Shipping fees		$                892.15
Sweetwater Sound Inc.		Speakers for CWS service		$            1,505.00
Deringer		Shipping and cargo security fees	$                441.43	$            3,696.88
ATS Inc.		Lift charge & container dragage		$            8,855.50
Oscar Martinez		Contract labour and expenses claim		$            9,954.25
Isabel Gallardo		Contract labour		$                500.00
Enterprise Rent A Car		Car rental	$             5,407.78	$            9,419.83
George Young Company		Contract labour, shipping and storage		$          49,990.00
TSL Terminals		Storage		$            1,551.00
Law Office of Terry T. Preshaw, PS		Legal fee		$            3,697.50
Adcom Worldwide -YYZ		Trucking expenses		$          27,140.00
Antonio Abrantes da Silva		Expense claim for DC set up		$                  43.69
Kelly Yu		Expense claim for KI winterization	$                371.22	$                371.22
(Note: The $43.69 represents an outstanding cheque that should be recorded in Jun 2016 on an accrual basis.  However, the Jun 2016 MOR was prepared on a cash basis.  This caused the difference in MOR-1)
TOTAL OTHER DISBURSEMENTS			$          86,220.43	$    1,095,250.73
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
None
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
None			$                          -	$                         -
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.
Please refer to Appendix

Attachment 1
Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$       209,318.98
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):
Beginning of Month Balance			$       145,184.18	( a )
Plus: current month new billings			$       121,730.95
Minus: collection during the month			-$        54,468.70	( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$       212,446.43	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
$     137,234.77	$     34,000.00	$                            -	$         41,211.66	$          212,446.43	( c )
For any receivables in the “Over 90 Days” category, please provide the following:
None
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility
				write-off, disputed account, etc.)
(a)This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)This must equal the number reported in the “Current Month” column of Schedule of Receipts and
Disbursements (Page MOR-2, Line 2B).
(c)These two amounts must equal.

Attachment 2
Monthly Accounts Payable and secured payments report
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date	Days
incurred	outstanding	Vendor	Description	Amount
11/30/2016	32	Dinoking Tech Inc..	DU invoices/ expenses paid from DK	$                 16,375.56
12/31/2016	1	Dinoking Tech Inc..	DU invoices/ expenses paid from DK	$                    4,542.45
11/24/2016	38	Enterprise Rent A Car Canada Compan	Car rental	$                       495.40
12/1/2016	31	Enterprise Rent A Car Canada Compan	Car rental	$                    1,791.87
12/12/2016	20	Enterprise Rent A Car Canada Compan	Car rental	$                       194.35
12/31/2016	1	Guizhi Wang (Lisa)	KI - Gengu crew accomodation	$                    2,558.29
11/30/2016	32	Premier Exhibition Management LLC	DU invoices/ expenses paid from PRXI	$                 26,001.65
11/30/2016	32	Premier Exhibition Management LLC	DU PSC merchandise add 2 invoices	$                    2,174.98
12/31/2016	1	Premier Exhibition Management LLC	Credit for Nov invoice shipping cost and sales tax	-$                       218.33
12/31/2016	1	Premier Exhibition Management LLC	DU PSC merchandise - Dec	$                    5,471.90
Total amount				$                 59,388.12	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting
documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$                                           49,690.65	( a )
PLUS: New indebtedness incurred this month			$                                           95,917.90
MINUS: Amount paid on post petition			-$                                          86,220.43
Accounts payable this month			$                                           59,388.12
PLUS/MINUS: adjustments			$                                                          -	*
End of month balance			$                                           59,388.12	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee
Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petitition		Total Amount of Post Petitiion
Lessor				Payments Delinquent		Payments Delinquent
None			0
TOTAL			0	(d)
(a)This number is carried forward from last month’s report.  For the first report only, this number will be
the balance as of the petition date.
(b, c) The total of line (b) must equal line (c).
(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

Attachment 3
Inventory and fixed assets report
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$                             -
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			7,623.63	(a)
	PLUS: Inventory Purchased During Month			5,451.90
	MINUS: Inventory Used or Sold			-                  6,584.71
	PLUS/MINUS: Adjustments or Write-downs			-	*
	Inventory on Hand at End of Month			$                6,490.82
METHOD OF COSTING INVENTORY:			Average cost method
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	6,490.82				= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
None
FIXED ASSET REPORT
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				0	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month				0	(a)(b)
MINUS:  Depreciation Expense				0
PLUS:  New Purchases				0
PLUS/MINUS: Adjustments or Write-downs				0	*
Ending Monthly Balance				0
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:
No fixed assets purchased or disposed.
(a) This number is carried forward from last month’s report.  For the first report only, this number will be the
balance as of the petition date.
(b) Fair Market Value is the amount at which fixed assets could be sold under current economic conditions.
Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Toronto-Dominion Bank		Branch	Richmond Centre Branch 9720
Account name	U.S. Current		Account number	0990-7315739
Purpose of account:	OPERATING
Ending balance per bank statement			$         172,715.45
Plus total amount of outstanding deposits			$                           -
Minus: total amount of outstanding checks and other debits			-$           27,183.69	*
Minus: service charges			$                           -
End of month balance			$         145,531.76	** ( a )
Name of bank	Toronto-Dominion Bank (USBBS)		Branch	New York Branch
Account name	U.S. dollar business checking		Account number	3248257686
Purpose of account:	OPERATING
Ending balance per bank statement			$         293,695.93
Plus total amount of outstanding deposits			$                           -
Minus: total amount of outstanding checks and other debits			$                           -	*
Minus: service charges			$                           -
End of month balance			$         293,695.93	** ( a )
* Debit cards are used by
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment
4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
NOT APPLICABLE
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	0	Transferred to Payroll Account
	0	Transferred to Tax Account
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5A
Check register - operating account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Name of bank	Toronto-Dominion Bank		Branch	Richmond Centre Branch 9720
Account name	U.S. Current		Account number	0990-7315739
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
12/23/2016	Bank transfer	Dinoking Tech Inc..	Administration, production, sales & marketing and animatronics rental fees	-                80,000.00
12/01/2016	188	Kelly Yu	Expense claim for KI winterization	-371.22
12/14/2016	189	Deringer	Shipping and cargo security fees	-441.43
12/30/2016	Debit	TD Commercial Bank	Bank charges	-7.5
12/30/2016	Debit	TD Commercial Bank	Bank charges	-0.88
Total				-$             80,821.03
Name of bank	Toronto-Dominion Bank (USBBS)		Branch	New York Branch
Account name	U.S. dollar business checking		Account number	3248257686
Purpose of account:	Operating
Date	Check number	Payee	Purpose	Amount
12/16/2016	Debit	Enterprise Rent A Car Canada Compan	Car rental	-$                3,255.03
12/21/2016	Debit	Enterprise Rent A Car Canada Compan	Car rental	-$                2,152.75
Total				-                  5,407.78

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	No payroll bank account		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Ending balance per bank statement					0
Plus total amount of outstanding deposits					0
Minus: total amount of outstanding checks and other debits					0	*
Minus: service charges					0
End of month balance					0	** ( a )
* Debit cards are used by
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - payroll account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Name of bank	No payroll bank account		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
TOTAL					0

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank
Activity.  A standard bank reconciliation form can be found at
http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	No tax bank account		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Ending balance per bank statement					0
Plus total amount of outstanding deposits					0
Minus: total amount of outstanding checks and other debits					0	*
Minus: service charges					0
Ending balance per Check Register					0	** ( a )
* Debit cards are used by
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized
by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 5B
Check register - tax account
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
Name of bank	No tax bank account		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
TOTAL					0	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				0	(a)
	Sales & Use Taxes Paid				0	(b)
	Other Taxes Paid				0	(c)
	TOTAL				0	(d)
(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5O)
(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5P)
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2 Line 5Q)
(d) These two lines must be equal.

Attachment 4D
Investment accounts and petty cash report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable	The company does not have any investment bank account
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
None				0
TOTAL				0	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
Richmond office	$                     10.04	$                               10.04	$                                        -
Total		$                               10.04	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.
No petty cash transaction during the month
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$                                 10.04	(c)
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page
MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
The company does not have any employees so it doesn't have any type of withholding or payroll taxes.
No sales tax
Total			0

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
		TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
The company does not have any officers.  Management services are provided through other
entities in the group.
Total			0
		PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			0	0
Number hired during the period			0	0
Number terminated or resigned during period			0	0
Number of employees on payroll at end of period			0	0
		CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
No changes
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
None
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
No significant developments
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	10-Apr-17

APPENDIX 

Dinosaurs Unearthed Corp.

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

Per MOR-7

Bank reconciliation form – TD Bank *5739

Bank reconciliation form – TD Bank *7686