Case 3:16-bk-02232-PMG Doc 46 Filed 03/13/19 Page 1 of 21 titanic inc... · Case 3:16-bk-02232-PMG...

UNITED STATES BANKRUPTCY COURTMIDDLE 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 PERIODFROM January 1, 2019 TO January 31, 2019

Comes now the above-named debtor and files its Monthly Operating Reports in accordance with theGuidelines established by the United States Trustee and FRBP 2015.

Attorney for Debtor's Signature

Debtor's Address Attorney's Addressand 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 simultaneouslyprovided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th dayof 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/

MOR-1

/s/ Daniel F. Blanks

Case 3:16-bk-02232-PMG Doc 46 Filed 03/13/19 of 21

CumulativeDescription Current Month Petition to Date

None

TOTAL OTHER RECEIPTS -$ -$

Loan amount Source of funds Purpose Repayment schedule

OTHER DISBURSEMENTS:Describe Each Item of Other Disbursement and List Amount of Disbursement. Write totals on Page MOR-2, Line 5W.

CumulativeDescription Current Month Petition to DateNone

TOTAL OTHER DISBURSEMENTS -$ -$

NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.Please refer to Appendix

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.

“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below:


Name of Debtor PREMIER EXHIBITIONS, INC Case Number: 3:16-bk-02232-PMGp g

period beginning 1-Jan-19 Period ending 31-Jan-19

ACCOUNTS RECEIVABLE AT PETITION DATE: $NIL

(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 billingsMinus: 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:

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 collectibilitywrite-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.

POST PETITION ACCOUNTS RECEIVABLE AGING(Show the total for each aging category for all accounts receivable)

Attachment 1Monthly Accounts Receivable Reconciliation and Aging

Accounts receivable reconciliation


Name of DebtorPREMIER EXHIBITIONS, INC Case Number: 3:16-bk-02232-PMG

Reporting period beginning 1-Jan-19 Period ending 31-Jan-19

Date incurredDays 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.

Opening Balance $Nil ( a )PLUS: New indebtedness incurred this monthMINUS: 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:

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 M Amount Paid This Month Number of Post Petition Total Amount of Post PetitionLessor 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).

Secured payments report

Accounts payable reconciliation (post petition unsecured debt only)

Attachment 2Monthly Accounts Payable and secured payments report

POST PETITION ACCOUNTS PAYABLE

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.


Name of DebtoPREMIER EXHIBITIONS, INC Case Number: 3:16-bk-02232-PMG

Reporting period beginning1-Jan-19 Period ending 31-Jan-19

INVENTORY REPORT

INVENTORY BALANCE AT PETITION DATE: $NilINVENTORY 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.

Less than 6 6 months to Greater than Considered Total Inventorymonths 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 ExpensePLUS: New PurchasesPLUS/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.

INVENTORY AGING

Inventory and Fixed Assets ReportAttachment 3


Name of Debtor: PREMIER EXHIBITIONS, INC Case Number: 3:16-bk-02232-PMG

Reporting period beginning 1-Jan-19

Period ending31-Jan-19

Name of bank None Branch None

Account name None Account number None

Purpose of account: OPERATING

Ending balance per bank statement $NilPlus total amount of outstanding deposits -$ 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:

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 4AMonthly summary of bank activity - operating account

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

The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment






Purpose of account: OPERATING

Date Check number Payee Purpose AmountNone

Total $Nil

Attachment 5ACheck register - operating 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.




Attach a copy of current month bank statement and bank reconciliation to this Summary of BankActivity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm



Purpose of account: PAYROLL

Ending balance per bank statement $NilPlus total amount of outstanding deposits -$ Minus: total amount of outstanding checks and other debits *Minus: service charges -$

End of month balance $Nil ** ( a )



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 DisbursementNone

The following non-payroll disbursements were made from this account:Date Amount Payee Purpose Reason for Cash DisbursementNone


Attachment 4BMonthly summary of bank activity - payroll account


http://www.usdoj.gov/ust/r21/reg_info.htm





Purpose of account: PAYROLL

alternative, a computer generated check register can be attached to this report, provided all theinformation requested below is included.

Date Check Number Payee Purpose AmountNone

TOTAL $Nil

Attachment 5BCheck register - payroll account

Account for all disbursements, including voids, lost checks, stop payments, etc. In the



Reporting period beginning

1-Jan-19Period ending

31-Jan-19

Attach a copy of current month bank statement and bank reconciliation to this Summary of BankActivity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm



Purpose of account: TAX

Ending balance per bank statement $NilPlus total amount of outstanding deposits -$ Minus: total amount of outstanding checks and other debits *Minus: service charges -$

Ending balance per Check Register $Nil ** ( a )



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 DisbursementNone

The following non-payroll disbursements were made from this account:Date Amount Payee Purpose Reason for Cash DisbursementNone


Attachment 4CMonthly Summary of Bank Activity - Tax Account


http://www.usdoj.gov/ust/r21/reg_info.htm


Reporting period beginning

1-Jan-19Period ending

31-Jan-19


Account name None Account numberNone

Purpose of account TAX

alternative, a computer generated check register can be attached to this report, provided all theinformation requested below is included.

Date Check Number Payee Purpose AmountNone

TOTAL $Nil

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 5BCheck register - tax account

Account for all disbursements, including voids, lost checks, stop payments, etc. In the

SUMMARY OF TAXES PAID


Investment accounts

Type of Negotiable None

Instrument Face Value Purchase Price Date of Purchase Current Market ValueNone

TOTAL $Nil (a)

The following Petty Cash Drawers/Accounts are maintained:(Column 2) (Column 3) (Column 4)

Location of Box/Account

Maximum amount of cash in

Drawer/AcctAmount of petty cash on

hand at end of month

Difference between (Column 2) and(Column

3)None

Total $Nil ( b )

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).

For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If

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.

Attachment 4DInvestment accounts and petty cash report

Petty Cash Report



Reporting period beginning 1-Jan-19

Period ending31-Jan-19

TAXES OWED AND DUE

Name of taxing authority

Date payment due Description Amount

Date last tax return filed Tax return period

None

Total $Nil

Attachment 6Monthly tax report

Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.




TAXES OWED AND DUE

Name of officer or owner Title Payment description Amount paid

None

Total $Nil

PERSONNEL REPORTFull time Part time

Number of employees at beginning of period NoneNumber hired during the period NoneNumber terminated or resigned during period NoneNumber of employees on payroll at end of period None

CONFIRMATION OF INSURANCE

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 7Summary of Officer or Owner Compensation

Summary of personnel and insurance coverages

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.

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.).


None

We anticipate filing a Plan of Reorganization and Disclosure Statement on or befor Court aopproved asset saleExpected closing date 1-24-2019

Attachment 8Significant 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.


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


PREMIER EXHIBITIONS, INC.COMBINED BALANCE SHEET (all subsidiaries)Presented in US Dollars As At January 31, 2019 As At January 31, 2018(Unaudited - See Notice to Reader) Consolidated Combined Combined Consolidated Combined Combined

Dinoking Tech Premier USA Total Dinoking Tech Premier USA TotalASSETSCurrentCash and cash equivalents 180,097$ 1,013,412$ 1,193,509$ 350,580$ 506,727$ 857,306$ Cash held in trust 738,418 738,418 635,393 635,393 Term deposit, held as security 50,000 50,000 50,000 50,000 Accounts receivable 60,269 817,014 877,283 62,597 1,452,443 1,515,040 Inventory and work in progress 12,701 541,335 554,036 28,416 430,613 459,029 Prepaid expenses and deposits 20,058 410,876 430,934 138,303 481,526 619,830 Taxes receivable (installments) 106,265 106,265 112,593 112,593 Due from related parties 7,096 7,096 12,533 12,533 Intercompany - Premier and Dinoking Tech 346,503 (346,503) 0 1,141,191 (1,141,191) 0

782,988 3,174,552 3,957,540 1,896,213 2,365,512 4,261,725 Other - see notes belowNet investment in leases, net of current net deferred lease income 465,000 465,000 1,552,896 1,552,896 Property and equipment, net of accumulated depreciation 1,206,297 1,328,482 2,534,778 1,636,157 2,009,123 3,645,280 Film intellectual property, net of accumulated amortization 32,197 32,197 32,197 32,197 Deferred income taxes 515,062 515,062 550,740 550,740 Trademarks and other intangibles 24,610 10,951 35,560 26,314 10,951 37,265 Cost of salvage 251,000 251,000 251,000 251,000 Cost of Artifacts 2,819,581 2,819,581 2,831,956 2,831,956

2,210,968 4,442,209 6,653,177 3,766,107 5,135,226 8,901,333

TOTAL ASSETS 2,993,956$ 7,616,761$ 10,610,717$ 5,662,320$ 7,500,738$ 13,163,058$

LIABILITIESCurrentAccounts payable - trade 380,845$ 5,417,821$ 5,798,667$ 1,895,200$ 3,865,232$ 5,760,432$ Other payables - taxes 30,761 30,761 62,715 62,715 Accrued liabilities and settlements 7,924,282 7,924,282 8,525,406 8,525,406 Income taxes payable 185,557 185,557 78,462 78,462 Deferred revenue - current portion 527,249 297,268 824,517 1,274,260 1,075,708 2,349,967 Lease note payable - Eyde & Co. 200,000 200,000 200,000 200,000 Current portion of mortgage and lien loans 17,686 17,686 15,445 15,445 13% DIP super secured loan 5,000,000 5,000,000 3,500,000 3,500,000 12% promissory notes, $1,000,000 secured 3,000,000 3,000,000 3,000,000 3,000,000 Capital leases payable - current portion 30,578 30,578 30,578 30,578

1,111,337 21,900,709 23,012,046 3,263,367 20,259,638 23,523,005 Long-termCapital leases payable 207,131 207,131 207,131 207,131 Deferred revenue - 397,438 397,438 Term and mortgage loans 188,272 188,272 212,673 212,673

188,272 207,131 395,403 610,111 207,131 817,242

Total liabilities 1,299,609 22,107,840 23,407,449 3,873,478 20,466,769 24,340,247 Liabilities Subject to Compromise - 13,941,635 13,941,635

STOCKHOLDERS' EQUITY (DEFICIENCY)Common stock 33 793 826 33 793 826 Preferred stock and special shares 338 338 338 338 Additional Paid In Capital 67,701,317 67,701,317 67,701,317 67,701,317 Minority Interest - AEI (1,809,888) (1,809,888) (1,655,955) (1,655,955) Retained Earnings (Deficit), beginning of year 2,245,768 (80,299,805) (78,054,037) 2,184,998 (78,411,595) (76,226,597) Net Comprehensive Income for the Year-to-Date (24,499) (69,495) (93,994) 44,741- (586,590) (631,331) Accumulated other comprehensive income - beginning of year (527,293) (14,000) (541,293) (351,786) (14,000) (365,786)

1,694,347 (14,491,079) (12,796,732) 1,788,842 (12,966,031) (11,177,188)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY) 2,993,955$ 7,616,761$ 10,610,717$ 5,662,320$ 7,500,738$ 13,163,059$

This combined balance sheet was compiled for internal purposes only. This combined balance sheet has NOT been reviewed or audited by our external accountants or auditors. Readers are cautioned this combined balance sheet may not be suitable for their purposes.

WARNING: THIS COMBINED BALANCE SHEET IS SUBJECT TO MERGER (11-01-2015) ADJUSTMENTS.

(Combined balance sheets use historical carrying values for all entities whereas a "Consolidated" balance sheet may require an entity to have their net assets stated at fair market value, depending on who is determined to be the accounting acquirer.)


PREMIER EXHIBITIONS, INC.COMBINED STATEMENT OF INCOME (all subsidiaries)Presented in US Dollars ONE MONTH ENDED JANUARY 31, 2019 ONE MONTH ENDED JANUARY 31, 2018(Unaudited - See Notice to Reader)

Consolidated Combined Combined Consolidated Combined Combined Dinoking Tech Premier USA Total (note 1) Dinoking Tech Premier USA Total (note 1)

REVENUERevenue - Admissions -$ 774,024$ 774,024$ -$ 735,865$ 735,865$ Revenue - Licensing Fees, including capital lease income 58,775 98,868 157,643 66,378 53,832 120,210 Revenue - Service 96,617 96,617 55,803 55,803 Revenue - Other/Partnerships/Touring/Royalties/Mgmt Fees 189,496 189,496 217 20,480 20,697 Revenue - Merchandising, Photos, Audio 173,374 173,374 168,194 168,194 Overhead charge - Premier Exhibition Management LLC 4,095 - 5,266 -

159,487 1,235,762 1,391,154 127,665 978,371 1,100,770 COST OF PRODUCTIONProduction, operating travel, temporary labour, shipping 92,197 27,586 119,783 18,039 28,026 46,065 Operations - compensation and benefits 103,655 103,655 100,011 100,011 Operations - occupancy and other 368,753 368,753 342,255 342,255 Merchandise and other 79,139 79,139 56,538 56,538

92,197 579,134 671,331 18,039 526,830 544,869 MARKETINGTravel, trade shows, other 57 4,222 4,279 6,782 4,327 11,109 Advertising 72,424 72,424 65,977 65,977 Public relations and group sales 7,085 7,085 8,000 8,000

57 83,730 83,787 6,782 78,304 85,086

GROSS MARGIN 67,233 572,897 636,035 102,844 373,237 470,815 42% 46% 46% 81% 38% 43%

GENERAL & ADMINISTRATIVEExhibition and conservation costs 759 759 3,219 3,219 Compensation and benefits 76,432 208,697 281,034 88,414 228,104 311,252 Insurance 48,529 48,529 50,352 50,352 Office 24,271 194,991 219,262 28,891 156,000 184,891 Directors' fees 8,506 8,506 8,889 8,889 Travel 537 8,082 8,619 511 20,687 21,198 Professional fees 2,530 158,957 161,487 6,141 304,791 310,932 Other expenses, including exchange losses (gains) 29,118 22,971 52,089 4,707 10,520 15,227

132,889 651,491 780,285 128,665 782,562 905,961

EBITDA (65,656) (78,594) (144,250) (25,821) (409,325) (435,146)

EBITDA WITHOUT CHAPTER 11 CASE COSTS (65,501) 83,251 17,750 (24,196) (149,707) (173,903)

OTHERCost of borrowing 859 55,502 56,361 676 84,613 85,289 Impairments, gain on asset sales, settlement of debts/leases, reversals prev. year accruals (114,430) (114,430) - Depreciation and amortization 33,115 54,909 88,024 55,427 154,165 209,592 Income taxes 1,702 1,015 2,717 4,090 4,090

35,675 (3,003) 32,672 60,194 238,778 298,972

NET INCOME (LOSS) (101,331) (75,591) (176,922) (86,015) (648,103) (734,118)

Attributable to minority interest 6,096 6,096 61,513 61,513 Other Comprehensive Income (Loss) 76,832 76,832 41,274 41,274

76,832 6,096 82,928 41,274 61,513 102,787

COMPREHENSIVE INCOME (LOSS) (24,499)$ (69,495)$ (93,994)$ (44,741)$ (586,590)$ (631,331)$ Note 1 - Intercompany transactions have been eliminated

NOTICE TO READERThis combined statement of income was compiled for internal purposes only.This combined statement of income has not been reviewed or audited by our external accountants or auditors.Readers are cautioned this combined statement of income may not be suitable for their purposes.

WARNING: THIS COMBINED STATEMENT OF INCOME IS SUBJECT TO MERGER (11-01-2015) ADJUSTMENTS.

(Combined statement of income does not reflect effects a consolidation may have on revenue and expenses.)"Consolidated" statement of income may require an entity to record minority interest, changes in depreciation, amortization and tax provisions.Depending on who is the accounting acquirer and the date of acquisition, revenue and expenses may not be recorded for the entire accounting period.


Premier Exhibitions, Inc. (Legal)Unaudited Balance SheetAs At

1/31/2019 12/31/2018

ASSETS Long-Term Assets Due from Arts & Exhibition International LLC 3,911,249$ 3,911,249$ Due from Premier Exhibition Management LLC 51,722,260 51,721,523 Investment in 1032403 B.C. Ltd. 1,635,582 1,635,582

------------------------- -------------------------TOTAL ASSETS 57,269,091$ 57,268,354$

============== ==============

LIABILITIES AND EQUITYCurrent liabilities Due to 1032403 B.C. Ltd. 1$ 1$

------------------------- -------------------------EQUITY Capital Stock 937 937 APIC 69,307,380 69,307,380 Accum. Other Comp Income (430,889) (430,889) Retained Earnings (11,609,075) (11,702,135) YTD Net Income 736 93,060

------------------------- -------------------------

TOTAL EQUITY 57,269,090 57,268,353------------------------- -------------------------

TOTAL LIABILITIES AND EQUITY 57,269,091$ 57,268,354$ ============== ==============

NOTICE TO READERThis financial statement has been compiled for internal use only.This statement has not been reviewed or audited by external accountants or auditors.Readers are cautioned this statement may not be appropriate for their purposes.


Premier Exhibitions, Inc. (Legal)Unaudited Income Statement

Month Ended YTD01/31/2019 1/31/2019

Revenue Royalties - intercompany 35,018$ 35,018$

------------------------- ----------------------Expenses Insurance - D&O Insurance 20,014 20,014 Administrative Service Fee - intercompany 14,267 14,267

------------------------- ----------------------34,281 34,281

------------------------- ----------------------Net Income (Loss) 736$ 736$

------------------------- ----------------------

NOTICE TO READERThis financial statement has been compiled for internal use only.This statement has not been reviewed or audited by external accountants or auditors.Readers are cautioned this statement may not be appropriate for their purposes.


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