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): December 19, 2017

Premier Exhibitions, Inc.

(Exact name of Registrant as Specified in Charter)

FLORIDA (State or Other Jurisdiction of Incorporation)	000-24452 (Commission File Number)	20-1424922 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 19, 2017, Premier Exhibitions, Inc. announced that it has withdrawn the motion (the “Motion”) it previously filed with the United States Bankruptcy Court for the Middle District of Florida (Jacksonville Division) requesting that the Bankruptcy Court authorize the Debtors to schedule an auction of all, substantially all, or portions of the Debtors’ assets on February 6, 2018, and to approve certain procedures to determine qualified bidders and conduct the auction.  A copy of the withdrawal of the Motion and a press release regarding the withdrawal are being filed as Exhibits 99.1 and 99.2 to this report, respectively, and are incorporated by reference into this Item 7.01.

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 December 21, 2017, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of November 1, 2017 through November 30, 2017 (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 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9 and 99.10 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 were 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 have 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, are in a format prescribed by applicable bankruptcy laws, and are 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 873-880. 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	Notice of Withdrawal of Sales Procedures Motion filed December 15, 2017.

99.2 Press release dated December 18, 2017

99.3 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions, Inc.

99.4 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibition Management LLC

99.5 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for RMS Titanic, Inc.

99.6 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Arts and Exhibitions International, LLC

99.7 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Merchandising, LLC

99.8	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions International, LLC
99.9	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions NYC, Inc.
99.10	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 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: December 21, 2017	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Notice of Withdrawal of Sales Procedures Motion filed December 15, 2017.

99.2 Press release dated December 18, 2017

99.3 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions, Inc.

99.4 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibition Management LLC

99.5 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for RMS Titanic, Inc.

99.6 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Arts and Exhibitions International, LLC

99.7 Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Merchandising, LLC

99.8	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions International, LLC
99.9	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Premier Exhibitions NYC, Inc.
99.10	Monthly Operating Report for the Period of November 1, 2017 through November 30, 2017, dated December 21, 2017 for Dinosaurs Unearthed Corp.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

In re:	Case No. 3:16-bk-02230-PMG
RMS TITANIC, INC., et al.,1	Chapter 11 (Jointly Administered)
Debtors.

NOTICE OF WITHDRAWAL OF MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER (I) APPROVING PROCEDURES IN CONNECTION WITH THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS; (II) SCHEDULING A RELATED AUCTION; (III) APPROVING PROCEDURES RELATED TO THE ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (IV) APPROVING THE FORM AND MANNER OF NOTICE THEREOF; (V) APPROVING BID PROTECTIONS; AND (VI) GRANTING RELATED RELIEF

RMS Titanic, Inc. (“RMST”) and certain of its affiliates, as Debtors and Debtors in possession in the above-captioned case (collectively, the “Debtors”), by and through their undersigned counsel, hereby file this Notice of Withdrawal of the Motion of the Debtors for Entry of an Order (I) Approving Procedures in Connection with the Sale of All or Substantially All of the Debtors’ Assets; (II) Scheduling a Related Auction; (III) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases; (IV) Approving the Form and Manner of Notice Thereof; (V) Approving Bid Protections; and (VI) Granting Related Relief, filed as Docket No. 811 on November 14, 2017.

¹ The Debtors in the chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number include: RMS Titanic, Inc. (3162); Premier Exhibitions, Inc. (4922); Premier Exhibitions Management, LLC (3101); Arts and Exhibitions International, LLC (3101); Premier Exhibitions International, LLC (5075); Premier Exhibitions NYC, Inc. (9246); Premier Merchandising, LLC (3867); and Dinosaurs Unearthed Corp. (7309). The Debtors’ service address is 3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071.

NELSON MULLINS RILEY & SCARBOROUGH LLP

By: /s/ Daniel F. Blanks

Daniel F. Blanks (FL Bar No. 88957)

Lee D. Wedekind, III (FL Bar No. 670588)

50 N. Laura Street, Suite 4100

Jacksonville, Florida 32202

(904) 665-3656 (direct)

(904) 665-3699 (fax)

daniel.blanks@nelsonmullins.com

lee.wedekind@nelsonmullins.com

Co-Counsel for the Debtors and Debtors in Possession

and

TROUTMAN SANDERS LLP

Jeffery W. Cavender (Ga. Bar No. 117751)

Stephen S. Roach (Ga. Bar No. 463206)

600 Peachtree Street NE, Suite 5200

Atlanta, GA 30308

(404) 885-3000 (phone)

(404) 962-6990 (fax)

jeffery.cavender@troutmansanders.com

stephen.roach@troutmansanders.com

Co-Counsel for the Debtors and Debtors in Possession

- 2 - 

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was electronically filed with the Clerk of the Court using CM/ECF on December 15, 2017. I also certify that the foregoing document is being served this day on the following counsel of record via transmission of Electronic Filing generated by CM/ECF:

David W. Baddley, Esq. U.S. Securities and Exchange Commission Office of Reorganization 950 E. Paces Ferry Road, NE, Suite 900 Atlanta GA 30326 (404) 842-7625 atlreorg@sec.gov Attorneys for U.S. Securities and Exchange Commission	Jay B. Verona, Esq. Shumaker, Loop & Kendrick, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 (813) 229-7600 jverona@slk-law.com Attorneys for George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC
Scott E. Bomkamp, Esq. Office of the United States Trustee Middle District of Florida 400 W. Washington Street, Suite 1100 Orlando FL 32801 (407) 648-6301 ext. 150 scott.e.bomkamp@usdojgov Attorneys for Guy G. Gebhardt, Acting U.S. Trustee for Region 21	Scott M. Grossman, Esq. Greenberg Traurig 401 East Las Olas Boulevard, Suite 2000 Fort Lauderdale, FL 33301 (954) 768-5212 grossmansm@gtlaw.com Attorneys for Lang Feng, Haiping Zou, Jihe Zhang, and High Nature Holdings Limited
Ari Newman, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue, Suite 4400 Miami, FL 33131 (305) 579-0500 newmanar@gtlaw.com Attorneys for Lang Feng, Haiping Zou, Jihe Zhang, and High Nature Holdings Limited	Jason B. Burnett, Esq. Alexandria V. Hill, Esq. GrayRobinson, P.A. 50 N. Laura Street, Suite 1100 Jacksonville, FL 32202 (904) 598-9929 jason.burnett@gray-robinson.com alexandria.hill@gray-robinson.com Attorneys for 417 Fifth Avenue Real Estate, LLC

- 3 - 

Andrew T. Jenkins, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 (813) 224-9255 ajenkins@bushross.com Attorneys for Bank of America, N.A	Theodore B. Randles, Esq. U.S. Dept. of Justice 1100 L Street NW, Suite 10060 Washington, DC 20005 (202) 307-3242 Theodore.B.Randles@usdoj.gov Attorneys for the United States Department of Commerce, National Oceanic and Atmospheric Administration
Kathy A. Jorrie, Esq. Pillsbury Winthrop Shaw Pittman LLP 725 S. Figueroa Street, Suite 2800 Los Angeles, CA 90017 (213) 488-7251 Kathy.jorrie@pillsburylaw.com Attorneys for AEG Live, Inc.	Oscar E. Sanchez, Esq. Goldberg Segalla, LLP 222 Lakeview Avenue, Suite 800 West Palm Beach, FL 33401 (786) 814-4804 osanchez@goldbergsegalla.com aburno@goldbergsegalla.com mmartiez@goldbergsegalla.com Attorneys for Structure Tone, Inc.
J. Ellsworth Summers, Jr., Esq. Burr Forman, LLP 50 N. Laura Street, Suite 3000 Jacksonville, FL 32202 (904) 232-7200 esummers@burr.com Attorneys for Michael J. Little	Norman P. Fivel, Esq. Assistant Attorney General Office of the New York State Attorney General Civil Recoveries Bureau, Bankruptcy Litigation Unit The Capitol Albany, NY 12224-0341 (518) 776-2264 norman.fivel@ag.ny.gov Attorneys for New York Dept. of Taxation and Finance
D. Marcus Braswell, Jr., Esq. Sugarman & Susskind, P.A. 100 Miracle Mile, Suite 300 Coral Gables, FL 33134 (305) 529-2801 mbraswell@sugarmansusskind.com Attorneys for Theatrical Protective Union, Local No. One, IATSE	Chris Broussard, Esq. Suzy Tate, Esq. Suzy Tate, P.A. 14502 N. Dale Mabry Highway, Suite 200 Tampa, FL 33618 (813) 264-1685 cbrouss@suzytate.com suzy@suzytate.com Attorneys for The Armada Group GP, Inc.

- 4 - 

Richard R. Thames, Esq. Thames Markey & Heekin, P.A. 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202 (904) 358-4000 rrt@tmhlaw.net Attorneys for Official Committee of Unsecured Creditors	Patricia Ann Redmond Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Museum Tower 150 West Flagler Street Suite 2200 predmond@stearnsweaver.com Attorneys for the Trustees of the National Maritime Museum
Stephen D. Busey Smith Hulsey & Busey 225 Water Street, Suite 1800 Jacksonville, Florida 32202 busey@smithhulsey.com Counsel for the Ad Hoc Equity Group

Via U.S. Mail

A-1 Storage and Crane 2482 197th Avenue Manchester, IA 52057	ABC Imaging 1155 21st Street NW Suite M400 Washington, DC 20036
A.N. Deringer, Inc. PO Box 11349 Succursale Centre-Ville Montreal, QC H3C 5H1	ATS, Inc. 1900 W. Anaheim Street Long Beach, CA 90813
Broadway Video 30 Rockefeller Plaza 54th Floor New York, NY 10112	CBS Outdoor/Outfront Media 185 US Highway 48 Fairfield, NJ 07004
Dentons Canada LLP 250 Howe Street 20th Floor Vancouver, BC V6C 3R8	Enterprise Rent-A-Car Canada 709 Miner Avenue Scarborough, ON M1B 6B6
Expedia, Inc. 10190 Covington Cross Drive Las Vegas, NV 89144	George Young Company 509 Heron Drive Swedesboro, NJ 08085
Gowling Lafleuer Henderson 550-2300 Burrard Street Vancouver, BC V6C 2B5	Hoffen Global Ltd. 305 Crosstree Lane Atlanta, GA 30328

- 5 - 

Kirvin Doak Communications 5230 W. Patrick Lane Las Vegas, NV 89118	MNP LLP 15303 - 31st Avenue Suite 301 Surrey, BC V3Z 6X2
Morris Visitor Publications PO Box 1584 Augusta, GA 30903	NASDAQ Stock Market, LLC 805 King Farm Blvd. Rockville, MD 20850
National Geographic Society 1145 - 17th Avenue NW Washington, DC 20036	NYC Dept. of Finance PO Box 3646 New York, NY 10008
PacBridge Limited Partners 22/F Fung House 19-20 Connaught Road Central Hong Kong	Pallet Rack Surplus, Inc. 1981 Old Covington Cross Road NE Conyers, GA 30013
Ramparts, Inc. d/b/a Luxor Hotel and Casino 3900 Las Vegas Blvd. South Las Vegas, NV 89119	Screen Actors Guild 1900 Broadway 5th Floor New York, NY 10023
Seaventures, Ltd. 5603 Oxford Moor Blvd. Windemere, FL 34786	Sophrintendenza Archeologica di Napoli e Pompei Piazza Museo 19 Naples, Italy 80135
Syzygy3, Inc. 1350 6th Avenue 2nd Floor New York, NY 10019	Time Out New York 475 Tenth Avenue 12th Floor New York, NY 10018
TPL 3340 Peachtree Road Suite 2140 Atlanta, GA 30326	TSX Operating Co. 70 West 40th Street 9th Floor New York, NY 10018
Verifone, Inc. 300 S. Park Place Blvd. Clearwater, FL 33759	Sam Weiser 565 Willow Road Winnetka, IL 60093
WNBC - NBC Universal Media 30 Rockefeller Center New York, NY 10112	United States Attorney’s Office Middle District of Florida 300 N. Hogan Street, Suite 700 Jacksonville, FL 32202

- 6 - 

Jonathan B. Ross, Esq. Gowling WLG (Canada) LLP 550 Burrard Street, Suite 2300, Bentall 5 Vancouver, BC V6C 2B5	Christine R. Etheridge, Esq. Bankruptcy Administration Wells Fargo Vendor Financial Services, LLC PO Box 13708 Macon, GA 31208
TSX Operating Co., LLC c/o James Sanna 70 W.  40th Street New York, NY 10018 Creditor Committee	Dallian Hoffen Biotechnique Co., Ltd. c/o Ezra B. Jones 305 Crosstree Lane Atlanta, GA 30328 Creditor Committee
B.E.  Capital Management Fund LP Thomas Branziel 205 East 42nd Street , 14th Floor New York, NY 10017 Creditor Committee

- 7 -

EX-99.2

Exhibit 99.2

For Immediate Release:

December 18, 2017

Premier Exhibitions Withdraws Sale Procedures,

Cancelling Planned Auction of Company Assets

Company in Active Discussion with Stakeholders

To Determine Path Forward

ATLANTA, December 18, 2017 – Premier Exhibitions, Inc. (OTCQB:PRXIQ) the company that serves as salvor-in-possession and sole legal steward of the RMS Titanic wreck site, today announced that it has withdrawn the proposed sales procedures it filed with the bankruptcy court to pursue an auction of the company’s assets. The auction, which had been tentatively scheduled for February 6, 2018 has been cancelled pending discussions with relevant stakeholders on the best path forward.

The decision to withdraw the sale procedure motion follows a motion filed by the National Maritime Museum of Greenwich to change oversight of the sales process from the Bankruptcy Court for the Middle District of Florida to the Eastern District of Virginia and an objection to the sale motion filed by an Ad Hoc Equity Group comprised of funds managed by affiliates of Alta

Fundamental Advisers LLC and Apollo Global Management, LLC . Uncertainty surrounding the timeline for resolution of the issues raised by those parties led Premier to withdraw the sale procedure motion to allow the Company an opportunity to develop a path forward in discussions with stakeholders including the company’s equity and debt holders. The timeline for the sale contemplated by the company's motion and recently-filed liquidation plan will likely be revised based upon those discussions, and discussions concerning any alternative reorganization proposals presented.

This latest development comes as Premier was engaged in active conversations with a variety of parties regarding the sale of the most valuable, unique collection of Titanic assets ever offered for sale. Any parties interested in potentially acquiring these assets are still encouraged to contact Premier and its representatives to express interest and learn more.

Subject to court approval, a successful bidder will also have the opportunity to succeed to the Company’s status as the “salvor-in-possession,” permitting the new owner exclusive salvage rights to the wreck site. The collection includes approximately 5,500 individual pieces that have been recovered from the wreck site over the course of seven deep sea expeditions; ownership of video footage, imagery, and other intellectual and personal property.

The Titanic collection consists of the only artifacts ever recovered from the wreck site of Titanic, which tragically sank on April 15, 1912. The artifacts, which have been painstakingly conserved and researched, have been used to educate millions of people around the world about the story of Titanic and her passengers.

The decision to withdraw sale procedures was filed with the United States Bankruptcy Court for the Middle District of Florida (Jacksonville Division).

For more information, please visit titanicartifacts.com.

About Premier Exhibitions, Inc.:

Premier Exhibitions, Inc. (OTCQB:PRXIQ), located in Atlanta, GA, is a major provider of museum quality exhibitions throughout the world and a recognized leader in developing and displaying unique exhibitions for education and entertainment. The Company's exhibitions present unique opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Exhibitions are presented in museums, exhibition centers and other entertainment venues. Additional information about Premier Exhibitions, Inc. is available at www.prxi.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve certain risks and uncertainties. The actual results or outcomes of Premier Exhibitions, Inc. may differ materially from those anticipated. Although Premier Exhibitions, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, Premier Exhibitions, Inc. can provide no assurance that any of the forward-looking statements contained in this press release will prove to be accurate. In light of the significant uncertainties and risks inherent in the forward-looking statements included in this press release, such information should not be regarded as a representation by Premier Exhibitions, Inc. that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, general economic conditions, uncertainty regarding the results of certain legal proceedings and competition. Forward-looking statements consist of statements other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "intend," "expect," "will," "anticipate," “outlook,” "estimate" or "continue" or the negatives thereof or other variations thereon or comparable terminology. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Premier Exhibitions, Inc. most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." Premier Exhibitions, Inc. does not undertake an obligation to update publicly any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Dave Vermillion

Kekst

212.521.4894

david.vermillion@kekst.com

EX-99.3

Exhibit 99.3

		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	November 1, 2017	TO	November 30, 2017
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-Nov-17	AND ENDING	30-Nov-17
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      _    21st       day of  December, 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 Receivable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS, INC		Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17	Period ending	30-Nov-17
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 /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petition		Total Amount of Post Petition
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, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning		1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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:	PREMIER EXHIBITIONS, INC			Case Number:	3:16-bk-02232-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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
		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-Nov-17		Period ending	30-Nov-17
		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-Nov-17		Period ending	30-Nov-17
		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.).
Renewal of Directors & Officers Insurance for period from November 1, 2017 to May 1, 2018
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	To be determined

APPENDIX

Premier Exhibitions, Inc.

Per MOR-3

(Unaudited) Combined Balance Sheet

(Unaudited) Combined Profit and Loss Statement

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.4

Exhibit 99.4

		UNITED STATES BANKRUPTCY COURT
		MIDDLE DISTRICT OF FLORIDA
		JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02233-PMG
	PREMIER EXHIBITION MANAGEMENT, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	November 1, 2017	TO	################
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 EXHIBITION 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-Nov-17	AND ENDING	30-Nov-17
	Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
	Date of Petition:	14-Jun-16
Premier Exhibition Management, LLC
Per MOR-2
SEE BALANCE SHEET & GENERAL LEDGER
EXHIBIT ITEM
1	Premier Exhibition Management Balance Sheet 11-30-17
SEE PROFIT & LOSS STATEMENT
EXHIBIT ITEM
2	Premier Exhibition Management Income Statement 11-30-17
BANK STATEMENTS AND RECONCILIATIONS ATTACHED
EXHIBIT ITEM
3	11.2017 - 3309 TUT Account
4	11.2017 - 4747 Sweep
5	11.2017  - 9523 Check Clearing Account and Reconciliation
6	11.2017  - 9655 Sweep (Atlanta)
7	11.2017  - 9663 Sweep Online Sales
8	11.2017  - 9697 Operating Bank Account
9	11.2017  - 9705 Deposit Clearing Account
10	11.2017  - 9713 Payroll Clearing Bank Account
11	11.2017  - 9762 Sweep (Orlando)
12	11.2017  - 9788 Sweep (Las Vegas)
13	11.2017  - 10999 Undeposited Funds
Per MOR-3					Per MOR-4
EXHIBIT ITEM					EXHIBIT ITEM
14	11.2017  Cash Transactions History					Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 11-30-17
15	11.2017 Check Register				16	11.2017  Aged AR Detail
					17	11.2017  AR Transactions
						See above - 11.2017  Aged AR Detail
Per MOR-5					Per MOR-6
EXHIBIT ITEM					EXHIBIT ITEM
18	11.2017 Aged AP Detail					Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 11-30-17
19	11.2017 Pre- and Post-Petition AP Invoices				21	11.2017  12000 - Inventory
20	11.2017 AP Transactions				22	11.2017  Inventory Aging
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 15 named, 11.2017 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
23	11.2017 Payroll (1)				26	Payrolls as in previous exhibits
24	11.2017 Payroll (2)				27	Payrolls as in previous exhibits
25	Payrolls as in previous exhibits				28	Payrolls as in previous exhibits
Per MOR-13
EXHIBIT ITEM
29	11.2017  - 10030 Petty Cash
Per MOR-14
30	11.2017 Paid Oct Sales Tax in Nov $23,926.38
Please refer to MOR-5 Exhibit 18 named, 11.2017 Aged AP Detail

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Nov-17	AND ENDING	30-Nov-17
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
Date of Petition:	14-Jun-16
SEE BALANCE SHEET & GENERAL LEDGER
1	Premier Exhibition Management Balance Sheet 11-30-17
SEE PROFIT & LOSS STATEMENT
2	Premier Exhibition Management Income Statement 11-30-17
BANK STATEMENTS AND RECONCILATIONS ATTACHED
3	11.2017 - 3309 TUT Account
4	11.2017 - 4747 Sweep
5	11.2017  - 9523 Check Clearing Account and Reconciliation
6	11.2017  - 9655 Sweep (Atlanta)
7	11.2017  - 9663 Sweep Online Sales
8	11.2017  - 9697 Operating Bank Account
9	11.2017  - 9705 Deposit Clearing Account
10	11.2017  - 9713 Payroll Clearing Bank Account
11	11.2017  - 9762 Sweep (Orlando)
12	11.2017  - 9788 Sweep (Las Vegas)
13	11.2017  - 10999 Undeposited Funds
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$           830,212.00	( 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)		$           751,887.00	( c )	$         751,887.00	( 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      _  21st       day of   December, 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
14	11.2017  Cash Transactions History
TOTAL OTHER RECEIPTS			$                          -	$                         -
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
15	11.2017 Check Register
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.

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
15	11.2017 Check Register
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -

“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
15	11.2017 Check Register
TOTAL OTHER DISBURSEMENTS			$                          -	$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.

Attachment 1
Monthly Accounts Receivable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 Exhibition Management Balance Sheet 11-30-17
16	11.2017  Aged AR Detail
17	11.2017  AR Transactions
Beginning of Month Balance			$   1,605,542.67	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$   1,409,974.92	( 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 - 11.2017  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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Nov-17	Period ending	30-Nov-17
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
18	11.2017 Aged AP Detail
19	11.2017 Pre- and 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,
20	11.2017 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 Petition		Total Amount of Post Petition
Lessor				Payments Delinquent		Payments Delinquent
Feng Lange - interest accrued each month but not paid
Haiping Zou	"
Zhang Jihe	"
BayPoint Capital - DIP Loan $2,500,000 as at 11-30-17.  interest of $66,602 paid to Sept 30/17 on Sept 30/17
			-	(d)
Leases
(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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Nov-17		Period ending	30-Nov-17
INVENTORY REPORT
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION
21	11.2017  12000 - Inventory
INVENTORY BALANCE AT PETITION DATE:			$   744,012.25
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$521,087.84	(a)
	PLUS: Inventory Purchased During Month			$16,804.07
	MINUS: Inventory Used or Sold			($32,290.91)
	PLUS/MINUS: Adjustments or Write-downs			$0.00	*
	Inventory on Hand at End of Month			$505,601.00
METHOD OF COSTING INVENTORY:			Weighted average cost
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
22	11.2017  Inventory Aging
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	34%	30%	36%		= 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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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	* 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.
	$        239,721.85	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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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	* 3309
Purpose of account:	PEM TUT
See Exhibit	3	11.2017 - 3309 TUT Account
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
		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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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	*1139
Purpose of account:	OPERATING (CLOSED)
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				$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
THIS ACCOUNT WAS CLOSED 1-24-2017 AND FUNDS ($4,448.16) DEPOSITED TO MAIN ACCOUNT.
		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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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
		0	0
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number		CLOSED JULY 1, 2016
Account name	Premier (United Kingdom) Limited		Account number		CLOSED AUGUST 1, 2016
Purpose of account:	OPERATING (CLOSED)
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 EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	*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
	15	11.2017 Check Register
Total

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	*3309
Purpose of account:	PEM TUT
See Exhibit	3	11.2017 - 3309 TUT 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
Total				$Nil

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
Name of bank	Wells Fargo Business Choice Checking		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	*1139
Purpose of account:	OPERATING (CLOSED)
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
THIS ACCOUNT WAS CLOSED 1-24-2017 AND FUNDS ($4,448.16) DEPOSITED TO MAIN ACCOUNT.
Total				$Nil

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number
Account name	Premier (United Kingdom) Limited		Account number
Purpose of account:	OPERATING (CLOSED)
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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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	*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:
	23	11.2017 Payroll (1)		26	Payrolls as in previous exhibits
	24	11.2017 Payroll (2)		27	Payrolls as in previous exhibits
	25	Payrolls as in previous exhibits		28	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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	*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 be attached 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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 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				See Exhibit 10	(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			$                                     -
29	11.2017  - 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 EXHIBITION MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
		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 Exhibition Management Balance Sheet 11-30-17
30	11.2017 Paid Oct Sales Tax in Nov $23,926.38

Attachment 7
Summary of Officer or Owner Compensation
Summary of personnel and insurance coverages
Name of Debtor:	PREMIER EXHIBITION MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
		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			28	80
Number hired during the period			1	6
Number terminated or resigned during period			1	9
Number of employees on payroll at end of period			28	77
		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.).
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	To be determined

EX-99.5

Exhibit 99.5

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	November 1, 2017	TO	November 30, 2017
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-Nov-17	AND ENDING	30-Nov-17
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)		$  610,075.45	( 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)	$    25,102.20		$         151,609.35
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		$    25,102.20		$         151,609.35
4. Total funds available Trust Account (line 1+line 3)		$  635,177.65		$         635,241.69
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)		$  635,177.65	( c )	$         635,177.65	( 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      _  21st       day of December, 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			$                 102.20	$            1,609.35
Quarterly transfer from PEM operating account			$           25,000.00	$        150,000.00
TOTAL OTHER RECEIPTS			$           25,102.20	$        151,609.35
“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 Receivable Reconciliation and Aging
Name of Debtor:	RMS TITANIC, INC		Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17	Period ending	30-Nov-17
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 Petition		Total Amount of Post Petition
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-Nov-17		Period ending	30-Nov-17
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				$        2,836,090.00	(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs				$              (1,002.00)	*
Ending Monthly Balance				$        2,835,153.00
*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-Nov-17		Period ending	30-Nov-17
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	*4069
Purpose of account:	OPERATING - TRUST ACCOUNT
Ending balance per bank statement				$          610,075.45
Plus total amount of outstanding deposits				$            25,102.20
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$          635,177.65	** ( 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-Nov-17		Period ending	30-Nov-17
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	RMS Titanic Inc.		Account number	*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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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:	RMS TITANIC, INC			Case Number:	3:16-bk-02230-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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)
(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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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	To be determined

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

EX-99.6

Exhibit 99.6

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	November 1, 2017	TO	November 30, 2017
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-Nov-17	AND ENDING	30-Nov-17
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      _21st    day of       December  , 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 Receivable Reconciliation and Aging
Name of Debtor:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17	Period ending	30-Nov-17
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 Petition		Total Amount of Post Petition
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-Nov-17		Period ending	30-Nov-17
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				$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:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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)
(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:	ARTS AND EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02238-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
		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-Nov-17		Period ending	30-Nov-17
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	To be determined

APPENDIX 

Arts and Exhibitions International, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.7

Exhibit 99.7

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02236-PMG
	PREMIER MERCHANDISING, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	November 1, 2017	TO	November 30, 2017
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 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-Nov-17	AND ENDING	30-Nov-17
Name of Debtor:	PREMIER 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      _  21st       day of   December, 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 Receivable Reconciliation and Aging
Name of Debtor:	PREMIER MERCHANDISING, LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning		1-Nov-17	Period ending	30-Nov-17
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 Petition		Total Amount of Post Petition
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 MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning		1-Nov-17		Period ending	30-Nov-17
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 2016 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%
* 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 MERCHANDISING, LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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:	PREMIER MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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)
(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 MERCHANDISING, LLC			Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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 MERCHANDISING, LLC		Case Number:	3:16-bk-02236-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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.).
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	To be determined

APPENDIX 

Premier Merchandising, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.8

Exhibit 99.8

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	November 1, 2017	TO	November 30, 2017
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-Nov-17	AND ENDING	30-Nov-17
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         21st      day of   December, 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 Receivable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS INTERNATIONAL, LLC		Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17	Period ending	30-Nov-17
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 /		Date Payment Due This Month	Amount Paid This Month	Number of Post Petition		Total Amount of Post Petition
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 INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning		1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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:	PREMIER EXHIBITIONS INTERNATIONAL, LLC			Case Number:	3:16-bk-02234-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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				$                                      -	(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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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	To be determined

APPENDIX 

Premier Exhibitions International, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

PREMIER EXHIBITIONS INTERNATIONAL, LLC
BALANCE SHEET
ASSETS	30-Nov-17
Due from Premier Exhibitions Management LLC	$                  1
CAPITAL STOCK
Common stock	$                  1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil

EX-99.9

Exhibit 99.9

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	November 1, 2017	TO	November 30, 2017
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-Nov-17	AND ENDING	30-Nov-17
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      _   21st       day of   December, 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 Receivable Reconciliation and Aging
Name of Debtor:	PREMIER EXHIBITIONS NYC, LLC		Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17	Period ending	30-Nov-17
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 Petition		Total Amount of Post Petition
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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:	PREMIER EXHIBITIONS NYC, LLC			Case Number:	3:16-bk-02235-PMG
Reporting period beginning	1-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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
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-Nov-17		Period ending	30-Nov-17
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-Nov-17		Period ending	30-Nov-17
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	To be determined

APPENDIX 

Premier Exhibitions NYC, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

PREMIER EXHIBITIONS NYC, LLC
BALANCE SHEET
ASSETS	30-Nov-17
Due from Premier Exhibitions Management LLC	$                  1
CAPITAL STOCK
Common stock	$                  1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil

EX-99.10

Exhibit 99.10

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	November 1, 2017	TO	November 30, 2017
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-Nov-17		AND ENDING	30-Nov-17
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		$         252,853.62	( a )	$            38,233.47	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	219,350.78		3,443,105.43
	C. Other receipts (see MOR-2)	20.55		3,493.06
	Note: invoice & receipts at the same time
3. Total receipts (lines 2A+2B+2C)		219,371.33		3,446,598.49
4. Total funds available for operations (line 1+line 3)		472,224.95		3,484,831.96
5. Disbursements
	A. Advertising			-
	B. Bank charges	(59.41)		(1,242.18)
	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	(196,949.94)		(3,208,374.18)
6. Total Disbursements (sum of 5A thru W)		(197,009.35)		(3,209,616.36)
7. Ending balance (line 4 minus line 6) per G/L		$         275,215.60	( c )	$         275,215.60	( 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      21    day of  December 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
TD Bank		Interest on term deposit	20.55	20.55
TOTAL OTHER RECEIPTS			$                   20.55	$            3,493.06
“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
Dinoking Tech Inc		Administration, Management, Royalty and Rental of animatronics	$        160,456.09	$    1,620,856.80
Dinoking Tech Inc		Expense reimbursement	17,366.99	202,634.16
Dinoking Tech Inc		Transfer of deposit received from customer on behalf of Dinoking Tech Inc.	-	25,000.00
Premier Exhibition Management LLC		Expense reimbursement	-	119,145.72
Premier Exhibition Management LLC		Inter-company loan repayment	-	165,000.00
Premier Exhibition Management LLC		Inter-company loan advance	-	700,000.00
CT Corporation		Legal fee	-	760.00
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	-	5,082.98
ATS Inc.		Lift charge & container dragage	-	30,980.50
Oscar Martinez		Contract labour and expenses claim	-	9,954.25
Isabel Gallardo		Contract labour	-	500.00
Enterprise Rent A Car		Car rental	-	24,962.42
George Young Company		Trucking and transportation	-	96,402.26
TSL Terminals		Storage	-	1,551.00
Law Office of Terry T. Preshaw, PS		Legal fee	-	3,697.50
Adcom Worldwide -YYZ		Trucking expenses	-	62,676.25
Antonio Abrantes da Silva		Expense claim for DC set up	-	43.69
Kelly Yu		Expense claim for KI winterization	-	371.22
Guizhi Wang (Lisa)		Gengu crew meals, accomodation & transportation, and supplies	-	2,558.29
Internal Revenue Service		Withholding taxes on rent and royalties payment	19,126.86	77,545.58
Treasurer, State of Iowa		Corporate tax extension for FY2016	-	2,200.00
Virginia Department of Taxation		Corporate tax extension for FY2016	-	600.00
Treasurer, State of Maine		Corporate tax extension for FY2016	-	500.00
Ohio Department of Taxation		Commercial activity tax	-	400.00
McAllen Foreign Trade Zone		Crane rental	-	1,469.00
Davis Wright Tremaine LLP		Legal fee	-	180.00
Eimskip Logistics		Local drayage	-	1,695.00
Bollore Logistics Canada Inc.		Trucking	-	15,948.75
Lida Xing		Yutyrannus illustration for Orlando (Dinosaurs)	-	50.00
Carr Riggs & Ingram LLC		Tax related services	-	8,639.05
Joyce Steel Erection, Ltd.		Equipment rental	-	681.60
Environmental Management Specialists, Inc.		Animatronic equipment disposal	-	20,000.00
North Carolina Department of Revenue		Corporate annual report	-	25.00
TOTAL OTHER DISBURSEMENTS			$        196,949.94	$    3,208,374.18
“Other Disbursements” includes Loans to 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
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-Nov-17	Period ending	30-Nov-17
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			$       259,373.67	( a )
Plus: current month new billings			70,581.83
Minus: collection during the month			(219,350.78)	( b )
Plus/ minus: adjustments or writeoffs			-	*
End of month balance			$       110,604.72	( 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
$         9,549.92	$                    -	$                            -	$       101,054.80	$          110,604.72	( 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.)
International Museum of Art and Science		Apr 21, 2017		Payment plan has been reached with the customer.  It is anticipated that account will be settled in January 2018
Portland Exhibits LLC		May 15, 2017		Payment plan has been reached with the customer.  It is anticipated that account will be settled in March 2018
Discovery Cube Los Angeles		June 16, 2017		No dispute, slow paying customer.  Ongoing effort for collection.
(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-Nov-17	Period ending	30-Nov-17
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
30/Jun/17	154	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                 72,878.58
31/Jul/17	123	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	143,535.32
31/Aug/17	92	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	81,746.52
30/Sep/17	62	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	101,354.37
31/Oct/17	31	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	106,088.08
30/Nov/17	1	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	118,860.17
30/Nov/17	1	Dinoking Tech Inc.	Expense reimbursement	19,796.14
13/Nov/17	18	Carr, Riggs & Ingram LLC	Tax related services	832.50
27/Oct/17	35	Deringer	Shipping and transportation	35.25
3/Nov/17	28	Environmental Mangement Specialist, Inc.	Animatronic equipment disposal	54,382.98
30/Nov/17	1	Ohio Department of Taxation	Commercial activity tax	179.25
14/Nov/17	17	Premier Exhibitions Management LLC	US Trustee fees	4,875.00
30/Nov/17	1	Premier Exhibitions Management LLC	Expense reimbursement	5,790.00
Total amount				$               710,354.16
☐ 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)
					( b )
Opening Balance			$                                        683,461.20	( a )
PLUS: New indebtedness incurred this month			223,842.90
MINUS: Amount paid on post petition			(196,949.94)
Accounts payable this month			710,354.16
PLUS/MINUS: adjustments			-	*
End of month balance			$                                        710,354.16	( 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			$                                                          -	(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-Nov-17	Period ending	30-Nov-17
INVENTORY REPORT
INVENTORY BALANCE AT PETITION DATE:				$                             -
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:			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
					= 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:				$                             -	(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:
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-Nov-17	Period ending	30-Nov-17
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			$           66,757.02
Plus total amount of outstanding deposits			-
Minus: total amount of outstanding checks and other debits			-	*
Minus: service charges			-
End of month balance			$           66,757.02	** ( 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			$         158,448.54
Plus total amount of outstanding deposits			-
Minus: total amount of outstanding checks and other debits			-	*
Minus: service charges			-
End of month balance			$         158,448.54	** ( a )
* Debit cards are used by		No debit cards
** 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:
	-	Transferred to Payroll Account
	-	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-Nov-17	Period ending	30-Nov-17
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
9/Nov/17	Debit	Dinoking Tech Inc.	Administration, Management, Royalty and Rental of animatronics	$                                   (110,456.09)
10/Nov/17	Debit	TD Bank	Purchase term deposit	(50,000.00)
17/Nov/17	Debit	Dinoking Tech Inc.	Expenses paid on behalf of DU	(17,366.99)
24/Nov/17	Debit	Dinoking Tech Inc.	Administration, Management, Royalty and Rental of animatronics	(50,000.00)
1/Nov/17	Debit	TD Bank	Bank charges for incoming wire	(52.50)
30/Nov/17	Debit	TD Bank	Bank charges	(6.91)
Total				$                                   (227,882.49)
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
2/Nov/17	ACH	Internal Revenue Service	Withholding taxes on rent and royalties payment	$                                       (4,591.41)
8/Nov/17	ACH	Internal Revenue Service	Withholding taxes on rent and royalties payment	(3,939.87)
13/Nov/17	ACH	Internal Revenue Service	Withholding taxes on rent and royalties payment	(3,272.82)
20/Nov/17	ACH	Internal Revenue Service	Withholding taxes on rent and royalties payment	(3,771.59)
29/Nov/17	ACH	Internal Revenue Service	Withholding taxes on rent and royalties payment	(3,551.17)
Total				$                                     (19,126.86)

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-Nov-17	Period ending	30-Nov-17
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					-
Plus total amount of outstanding deposits					-
Minus: total amount of outstanding checks and other debits					-	*
Minus: service charges					-
End of month balance					-	** ( 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-Nov-17	Period ending	30-Nov-17
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 be attached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
TOTAL					-

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-Nov-17	Period ending	30-Nov-17
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					-
Plus total amount of outstanding deposits					-
Minus: total amount of outstanding checks and other debits					-	*
Minus: service charges					-
Ending balance per Check Register					-	** ( 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-tax 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-Nov-17	Period ending	30-Nov-17
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					-	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				-	(a)
	Sales & Use Taxes Paid				-	(b)
	Other Taxes Paid				-	(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	Term deposit (as security for ACH payments)
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
Term deposit	50,021.23	50,000.00	10/Nov/17	$                       50,000.00
TOTAL				$                       50,000.00	(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 transactions during the month
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)			$                        50,010.04	(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-Nov-17	Period ending	30-Nov-17
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
There are no unpaid post-petition Federal or State income taxes.
Total			-

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-Nov-17		Period ending	30-Nov-17
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			-
		PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			-	-
Number hired during the period			-	-
Number terminated or resigned during period			-	-
Number of employees on payroll at end of period			-	-
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.).
Effective May 2017, the company's insurance coverage is under the corporate umbrella policy of Premier Exhibitions, Inc.
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	To be determined

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