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): May 29, 2019 (May 24, 2019)

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)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

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.

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 May 24, 2019, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of April 1, 2019 through April 30, 2019 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 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.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No. Description

99.1 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions, Inc.

99.2 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibition Management LLC

99.3 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Arts and Exhibitions International, LLC

99.4 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Merchandising, LLC

99.5 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions International, LLC

99.6 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions NYC, Inc.

99.7 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 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: May 29, 2019	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No. Description

99.1 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions, Inc.

99.2 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibition Management LLC

99.3 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Arts and Exhibitions International, LLC

99.4 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Merchandising, LLC

99.5 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions International, LLC

99.6 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Premier Exhibitions NYC, Inc.

99.7 Monthly Operating Report for the Period of April 1, 2019 through April 30, 2019 dated May 23, 2019 for Dinosaurs Unearthed Corp.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02232-PMG
	PREMIER EXHIBITIONS, INC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
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    23rd        day of  May, 2019.		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-Apr-19		Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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 January 1, 2019 to May 1, 2019
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

The sale of all assets occurred on February 13, 2019 12:01 a.m.

We anticipate filing a Plan of Reorganization and Disclosure Statement on or before May 31, 2019

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-99.2

Exhibit 99.2

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	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
	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 4-30-19
SEE PROFIT & LOSS STATEMENT
EXHIBIT ITEM
2	Premier Exhibition Management Income Statement 4-30-19
BANK STATEMENTS AND RECONCILIATIONS ATTACHED
EXHIBIT ITEM
3	4.2019 - 3309 TUT Account
4	4.2019 - 4747 Sweep CLOSED ACCOUNT
5	4.2019  - 9523 Check Clearing Account and Reconciliation
6	4.2019  - 9655 Sweep (Atlanta) CLOSED ACCOUNT
7	4.2019  - 9663 Sweep Online Sales
8	4.2019  - 9697 Operating Bank Account
9	4.2019  - 9705 Deposit Clearing Account
10	4.2019  - 9713 Payroll Clearing Bank Account
11	4.2019  - 9762 Sweep (Orlando)
12	4.2019  - 9788 Sweep (Las Vegas) CLOSED ACCOUNT
13	4.2019  - 10999 Undeposited Funds
Per MOR-3					Per MOR-4
EXHIBIT ITEM					EXHIBIT ITEM
14	4.2019  Cash Transactions History					Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 4-30-19
15	4.2019 Check Register				16	4.2019  Aged AR Detail SOLD TO PURCHASER - NONE LEFT
					17	4.2019  AR Transactions
						See above - 4.2019  Aged AR Detail SOLD TO PURCHASER - NONE LEFT
Per MOR-5					Per MOR-6
EXHIBIT ITEM					EXHIBIT ITEM
18	4.2019 Aged AP Detail					Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 4-30-19
19	4.2019 Pre- and Post-Petition AP Invoices				21	4.2019  12000 - Inventory NO INVENTORY-SOLD
20	4.2019 AP Transactions				22	4.2019  Inventory Aging NO INVENTORY SOLD
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, 4.2019 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	4.2019 Payroll (1)				26
24	4.2019 Payroll (2)				27
25					28
Per MOR-13
EXHIBIT ITEM
29	4.2019  - 10030 Petty Cash SOLD TO PURCHASER
Per MOR-14
30	4.2019 Sale Tax NO MORE SALES TAXES - OPERATIONS SOLD
Please refer to MOR-5 Exhibit 18 named, 4.2019 Aged AP Detail

SCHEDULE OF RECEIPTS AND DISBURSEMENTS
	FOR THE PERIOD BEGINNING	1-Apr-19	AND ENDING	30-Apr-19
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 4-30-19
SEE PROFIT & LOSS STATEMENT
2	Premier Exhibition Management Income Statement 4-30-19
BANK STATEMENTS AND RECONCILATIONS ATTACHED
3	4.2019 - 3309 TUT Account
4	4.2019 - 4747 Sweep CLOSED ACCOUNT
5	4.2019  - 9523 Check Clearing Account and Reconciliation
6	4.2019  - 9655 Sweep (Atlanta) CLOSED ACCOUNT
7	4.2019  - 9663 Sweep Online Sales
8	4.2019  - 9697 Operating Bank Account
9	4.2019  - 9705 Deposit Clearing Account
10	4.2019  - 9713 Payroll Clearing Bank Account
11	4.2019  - 9762 Sweep (Orlando)
12	4.2019  - 9788 Sweep (Las Vegas) CLOSED ACCOUNT
13	4.2019  - 10999 Undeposited Funds
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$     10,033,034.00	( 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)		$       9,970,035.00	( c )	$     9,970,035.00	( c )
		$9,903,933 of above balance is in a Bank of America  savings account
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       23rd          day of  May, 2019.		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	4.2019  Cash Transactions History
TOTAL OTHER RECEIPTS			$                          -	$                          -
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
				Cumulative
Description			Current Month	Petition to Date
SEE CHECK REGISTER ATTACHED AND GENERAL LEDGER
15	4.2019 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-Apr-19		Period ending	30-Apr-19
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 4-30-19
16	4.2019  Aged AR Detail SOLD TO PURCHASER - NONE LEFT
17	4.2019  AR Transactions
Beginning of Month Balance			$       426,000.00	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$       426,000.00	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
	Sun Trust escrow account $426,000
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 - 4.2019  Aged AR Detail SOLD TO PURCHASER - NONE LEFT
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.)
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-Apr-19	Period ending	30-Apr-19
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	4.2019 Aged AP Detail
19	4.2019 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	4.2019 AP Transactions
Opening Balance			$                            3,939,625.00	( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$                            3,940,465.00	( 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 written off 12-31-18 - paid off $333,333.33 on February 13, 2019
Haiping Zou	"                                    paid off $333,333.33 on February 13, 2019
Zhang Jihe	"                                     paid off $333,333.33 on February 13, 2019
BayPoint Capital - DIP Loan $5,000,000 and interest paid off in full 2-13-2019
			-	(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-Apr-19		Period ending	30-Apr-19
INVENTORY REPORT
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION
21	4.2019  12000 - Inventory NO INVENTORY-SOLD
INVENTORY BALANCE AT PETITION DATE:			$   744,012.25
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$0.00	(a)
	PLUS: Inventory Purchased During Month			$0.00
	MINUS: Inventory Used or Sold			$0.00
	PLUS/MINUS: Adjustments or Write-downs			$0.00	*
	Inventory on Hand at End of Month			$0.00
Inventory sold on 2-13-2019 in its entirety
METHOD OF COSTING INVENTORY:			Weighted average cost
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
22	4.2019  Inventory Aging NO INVENTORY SOLD
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	see schedule				= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
FIXED ASSET REPORT		SEE BALANCE SHEET
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$                             -	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
all assets sold 2-13-2019 12:01 a.m.
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-Apr-19		Period ending	30-Apr-19
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.
	$           10,317.67	Transferred to Payroll Account (BoA -9713)
	0	Transferred to Tax Account
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

Attachment 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-Apr-19		Period ending	30-Apr-19
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	4.2019 - 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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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	4.2019 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-Apr-19		Period ending	30-Apr-19
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	4.2019 - 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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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	4.2019 Payroll (1)		26	0
	24	4.2019 Payroll (2)		27	0
	25	0		28	0
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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	4.2019  - 10030 Petty Cash SOLD TO PURCHASER
			$                                     -
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-Apr-19		Period ending	30-Apr-19
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 2016 AND ALL TAXES WERE PAID
1	Premier Exhibition Management Balance Sheet 4-30-19
30	4.2019 Sale Tax NO MORE SALES TAXES - OPERATIONS SOLD
Florida, Georgia and Nevada sales & use tax paid in full on a monthly basis

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-Apr-19		Period ending	30-Apr-19
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	Semi-Monthly	$          2,216.67	<--Directors fees being paid $35K CAD/year
Jerome Henshall	CFO	Bi-weekly salary	$          3,300.00	<--$100/hr max 10 hr/week
Jessica Sanders	Corp. Secretary	Bi-weekly salary	$          2,800.00	<--$80/hr max 10 hr/week
Total			$          8,316.67
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			3	0
Number hired during the period			0	0
Number terminated, transferred or resigned during period			0	0
Number of employees on payroll at end of period			3	0
Three staff maintained on reduced pay to maintain books and records.
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.).
Casualty, Property and Fine Arts Insurance Policies renewed 9/16/2018 for one year. Cancelled 2/13/2019 at closing date of sale of assets.
D & O insurance policy renewed 1/1/2019 for 4 months. Expiring 5/1/2019. Six year D & O tail policy purchased at closing date 2-13-2019
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.
Asset sale approved October 18, 2018
Asset sale closed February 13, 2019 12:01 a.m.
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before	31-May-19

EX-99.3

Exhibit 99.3

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	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
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   23rd  day of  May, 2019.		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-Apr-19		Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
		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-Apr-19		Period ending	30-Apr-19
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

Asset sale closed Febrary 13, 2019 12:01 a.m.

We anticipate filing a Plan of Reorganization and Disclosure Statement on or before May 31, 2019

APPENDIX 

Arts and Exhibitions International, LLC 

Per MOR-3

(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-02236-PMG
	PREMIER MERCHANDISING, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
FOR THE PERIOD
		FROM	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
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     23rd     day of May  2019.		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-Apr-19		Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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):
SNL Merchandise 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				$                                                    -
*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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
		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

Asset sale closed February 13, 2019 12:01 a.m.

We anticipate filing a Plan of Reorganization and Disclosure Statement on or before May 31, 2019.

APPENDIX 

Premier Merchandising, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

EX-99.5

Exhibit 99.5

UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
	IN RE:			}	CASE NUMBER
				}	3:16-bk-02234-PMG
	PREMIER EXHIBITIONS INTERNATIONAL, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
				FOR THE PERIOD
		FROM	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
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     23rd     day of   May, 2019.		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-Apr-19		Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
		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-Apr-19		Period ending	30-Apr-19
		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	Sale of assets approved

APPENDIX 

Premier Exhibitions International, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

PREMIER EXHIBITIONS INTERNATIONAL, LLC
BALANCE SHEET
ASSETS	30-Apr-19
Due from Premier Exhibitions Management LLC	$                  1
EQUITY
Capital contribution	$                  1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil
Notice to Reader:
These financial statements have been compiled for internal use only.
These financial statements have not been reviewed or audited by external accountants or
auditors.  Readers are cautioned that these financial statements may not be appropriate for
their purposes.

EX-99.6

Exhibit 99.6

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	April 1, 2019	TO	April 30, 2019
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-Apr-19	AND ENDING	30-Apr-19
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   23rd      day of May, 2019		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-Apr-19		Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
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-Apr-19		Period ending	30-Apr-19
		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-Apr-19		Period ending	30-Apr-19
		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

Asset sale closed February 13, 2019 12:01 a.m.

We anticipate filing a Plan of Reorganization and Disclosure Statement on or before May 31, 2019.

APPENDIX 

Premier Exhibitions NYC, LLC 

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

PREMIER EXHIBITIONS NYC, LLC
BALANCE SHEET
ASSETS	30-Apr-19
Due from Premier Exhibitions Management LLC	$                 1
EQUITY
Capital contribution	$                 1
STATEMENT OF INCOME
Revenue	$Nil
Expenses	$Nil
Net Earnings	$Nil
Notice to Reader:
These financial statements have been compiled for internal use only.
These financial statements have not been reviewed or audited by external accountants or
auditors.  Readers are cautioned that these financial statements may not be appropriate for
their purposes.

EX-99.7

Exhibit 99.7

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	April 1, 2019	TO	April 30, 2019
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-Apr-19		AND ENDING	30-Apr-19
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		$         104,717.85	( a )	$            38,233.47	( b )
2. Receipts:
	A. Cash sales
	Minus: Cash refunds
	Net cash sales
	B. Accounts receivable	-		5,186,069.81
	C. Other receipts (see MOR-2)	38,444.68		1,150,890.37
	Note: invoice & receipts at the same time
	& fund transfer between bank accounts
3. Total receipts (lines 2A+2B+2C)		38,444.68		6,336,960.18
4. Total funds available for operations (line 1+line 3)		143,162.53		6,375,193.65
5. Disbursements
	A. Advertising			-
	B. Bank charges	(30.39)		(2,278.50)
	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	(83,715.56)		(6,313,498.57)
6. Total Disbursements (sum of 5A thru W)		(83,745.95)		(6,315,777.07)
7. Ending balance (line 4 minus line 6) per G/L		$           59,416.58	( c )	$            59,416.58	( 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      23rd    day of  May, 2019.		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, 2017 to accrual basis at Jul 31, 2017 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
Dinosaurs Unearthed Corp.		Fund transfer from TD USBBS to TD Bank	$           36,104.84	$               46,104.84
Premier Exhibition Management LLC		Fund received on behalf of Dinoking Tech Inc. for April invoices		323,973.79
Texas Comptroller of Public Accounts		Refund of 2016 franchise tax		1,963.51
Virginia Department of Taxation		Virginia Department of Taxation		1,509.00
North Carolina Department of Revenue		2016 corporate income tax refund		25.00
Dinoking Tech Inc.		Inter-company loan repayment		50,000.00
Premier Exhibition Management LLC		Intercompany loan repayment		548,911.75
Ming Shiu		Temporary loan on behalf of Hangu Wuhan		150,000.00
Discovery Science Center of Los Angeles		Overpayment of account (refund on May 2)		20,461.25
Academy of Nat&Sci. of Drexel University		Customer receipt received on behalf of EMG LLC		2,186.71
Sloan Musem		Customer receipt received on behalf of EMG LLC	2,339.84	2,339.84
TD Bank		Interest on term deposit		82.88
TOTAL OTHER RECEIPTS			$          38,444.68	$         1,147,558.57
“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		$         3,200,709.35
Dinoking Tech Inc		Expense reimbursement	45,000.00	567,635.27
Dinoking Tech Inc		Inter-company loan advance		50,000.00
Dinoking Tech Inc		Transfer of deposit received on behalf of Dinoking Tech Inc.		347,973.79
Premier Exhibition Management LLC		Expense reimbursement		149,829.72
Premier Exhibition Management LLC		Inter-company loan repayment		165,000.00
Premier Exhibition Management LLC		Inter-company loan advance		700,000.00
Dinoking Tech Inc		Expense reimbursement received on behalf of Dinoking Tech Inc.		198,911.75
Experiential Media Group 'EMG' LLC		Customer receipt received on behalf of EMG LLC	2,339.84	2,339.84
CT Corporation		Legal fee - UCC renewal in Delaware	150.88	1,612.88
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
A. N. Deringer, Inc.		Shipping and cargo security fees and entry fee		10,263.36
ATS Inc.		Lift charge & container dragage		30,980.50
Oscar Martinez		Contract labour and expenses claim		10,014.25
Isabel Gallardo		Contract labour		500.00
Enterprise Rent A Car		Car rental		24,962.42
George Young Mammoet		Trucking, warehouse and labour		109,836.72
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		149,066.47
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 - delinquent tax for Q2 & Q3 2018	100.00	925.82
McAllen Foreign Trade Zone		Crane rental		1,469.00
Davis Wright Tremaine LLP		Legal fee		243.00
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		15,942.82
Joyce Steel Erection, Ltd.		Equipment rental		681.60
Environmental Management Specialists, Inc.		Animatronic equipment disposal		237,261.93
State of North Carolina Department of the Secretary of State		Annual report online filing fee	20.00	295.00
Waste Management Inc. of Florida		Admin charge for disposal bin rental		17.13
Gulf Intermodal Services LLC		Containers drayage charges		2,118.32
Interdom LLC		Shipping and Storage		19,055.60
Discovery Science Center of  Los Angeles		refund for overpayment of account in April		20,461.25
Ming Shiu		Refund for temporary loan on behalf of Hangu Wuhan		150,000.00
Uline		Casters		411.08
Florida Container Depot		Orlando storage Feb -Jul		720.00
Dinosaurs Unearthed Corp.		Fund transfer from TD USBBS to TD Bank	$          36,104.84	46,104.84
TOTAL OTHER DISBURSEMENTS			$          83,715.56	$         6,313,498.57
“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

Monthly Accounts Receviable Reconciliation and Aging
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number	3:16-bk-02237-PMG
Reporting period beginning		1-Apr-19	Period ending	30-Apr-19
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			$                        -	( 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.)
(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-Apr-19	Period ending	30-Apr-19
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
31/Aug/18	243	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                       65,378.28
30/Sep/18	213	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                    120,595.76
31/Oct/18	182	Dinoking Tech Inc.	Expenses recovery	$                                    (60,496.87)
31/Oct/18	182	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                    100,839.71
30/Nov/18	152	Dinoking Tech Inc.	Expenses recovery	$                                    (85,617.21)
30/Nov/18	152	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                       81,982.29
31/Dec/18	121	Dinoking Tech Inc.	Expenses reimbursement	$                                         2,030.79
31/Dec/18	121	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                    209,747.06
31/Jan/19	90	Dinoking Tech Inc.	Expenses recovery	$                                          (103.75)
31/Jan/19	90	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                       58,862.53
12/Feb/19	78	Dinoking Tech Inc.	Expenses reimbursement	$                                         5,534.69
12/Feb/19	78	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                       28,622.27
31/Mar/19	31	Dinoking Tech Inc.	Expenses recovery	$                                    (32,566.47)
31/May/18	335	Premier Exhibition Management LLC	Expenses reimburement	$                                         1,670.00
30/Jun/18	305	Premier Exhibition Management LLC	Expenses reimburement	$                                         5,075.00
31/Aug/18	243	Premier Exhibition Management LLC	Expenses reimburement	$                                         2,705.00
30/Sep/18	213	Premier Exhibition Management LLC	Expenses reimburement	$                                         4,270.00
31/Oct/18	182	Premier Exhibition Management LLC	Expenses reimburement	$                                         3,178.00
30/Nov/18	152	Premier Exhibition Management LLC	Expenses reimburement	$                                         2,350.57
31/Dec/18	121	Premier Exhibition Management LLC	Expenses reimburement	$                                         5,575.00
31/Jan/19	90	Premier Exhibition Management LLC	Expenses reimburement	$                                         6,968.26
31/Mar/19	31	Experiential Media Group 'EMG' LLC	Customer receipts to be transferred to EMG LLC	$                                         2,186.71
Total amount				$                                    528,787.62
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting					( b )
documentation.
Accounts payable reconciliation (post petition unsecured debt only)
Opening Balance			$                                                                              573,787.62	( a )
PLUS: New indebtedness incurred this month			2,610.72
MINUS: Amount paid on post petition			(47,610.72)
Accounts payable this month			528,787.62
PLUS/MINUS: adjustments			-	*
End of month balance			$                                                                              528,787.62	( 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-Apr-19	Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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	A/C closed in Feb 2018
					Replaced by new a/c 7318908
Purpose of account:	OPERATING
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 )
Name of bank	Toronto-Dominion Bank (USBBS)		Branch	New York Branch	A/C closed in Apr 2019
Account name	U.S. dollar business checking		Account number	3248257686
Purpose of account:	OPERATING
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 )
Name of bank	Toronto-Dominion Bank		Branch	Richmond Centre Branch 9720
Account name	U.S. Current		Account number	0990-73158908	A/C opened in Feb 2018
					To replace old a/c 7315739
Purpose of account:	OPERATING
Ending balance per bank statement			$           59,657.42
Plus total amount of outstanding deposits			-
Minus: total amount of outstanding checks and other debits			(250.88)	*
Minus: service charges			-
End of month balance			$           59,406.54	** ( 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-Apr-19	Period ending	30-Apr-19
Name of bank	Toronto-Dominion Bank		Branch	Richmond Centre Branch 9720
Account name	U.S. Current		Account number	0990-7315739
				A/C closed in Feb 2018
Purpose of account:	OPERATING			Replaced by new a/c 7318908
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				$                                                       -
Name of bank	Toronto-Dominion Bank (USBBS)		Branch	New York Branch
Account name	U.S. dollar business checking		Account number	3248257686
Purpose of account:	Operating
Date	Check number	Payee	Purpose	Amount
12/Apr/19	Debit	State of North Carolina Department of the Secretary of State	Annual report online filing fee	$                                             (20.00)
16/Apr/19	Debit	TD Commercial Bank	Bank charges	$                                             (26.20)
18/Apr/19	Debit	Transfer to TD Bank	Fund transfer	$                                     (36,104.84)
Total				$                                     (36,151.04)
Name of bank	Toronto-Dominion Bank		Branch	Richmond Centre Branch 9720
Account name	U.S. Current		Account number	0990-7318908
				A/C opened in Feb 2018
Purpose of account:	OPERATING			To replace old a/c 7315739
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
5/Apr/19	8	Experiential Media Group 'EMG' LLC	Customer receipt received on behalf of EMG LLC	$                                       (2,339.84)
15/Apr/19	Debit	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                     (25,000.00)
15/Apr/19	Debit	Dinoking Tech Inc.	DU admin, management, royalty and rental fees	$                                     (20,000.00)
18/Apr/19	9	CT Corporation	Legal fee - UCC renewal in Delaware	$                                           (150.88)
25/Apr/19	10	Ohio Department of Taxation	Commercial activity tax - delinquent tax for Q2 & Q3 2018	$                                           (100.00)
30/Apr/19	Debit	TD Commercial Bank	Bank charges	$                                                (3.75)
30/Apr/19	Debit	TD Commercial Bank	Bank charges	$                                                (0.44)
Total				$                                     (47,594.91)

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-Apr-19	Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
Name of bank	No payroll bank account		Branch	None
Account name	None		Account number	None
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the
alternative, a computer generated check register can beattached to this report, provided all the
information requested below is included.
Date	Check Number		Payee	Purpose	Amount
TOTAL					-

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-Apr-19	Period ending	30-Apr-19
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-Apr-19	Period ending	30-Apr-19
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
TOTAL				$                                      -	(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)			$                                 10.04	(c)
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page
MOR-2, Line 7).

Attachment 6
Monthly tax report
Name of Debtor:	DINOSAURS UNEARTHED CORP.		Case Number:	3:16-bk-02237-PMG
Reporting period beginning		1-Apr-19	Period ending	30-Apr-19
		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-Apr-19		Period ending	30-Apr-19
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.

The company sold its assets on February 13, 2019 12:01 a.m.

We anticipate filing a Plan of Reorganization and Disclosure Statement on or before

APPENDIX 

Dinosaurs Unearthed Corp.

Per MOR-3

(Unaudited) Balance Sheet

(Unaudited) Profit and Loss Statement

Per MOR-7

Bank reconciliation form – TD Bank *7686 

Bank reconciliation form – TD Bank *8908 (This bank account was opened in Feb 2018)