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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 000-24452
Washington, D.C. 20549
CUSIP Number
Form 12b-25 74912107
NOTIFICATION OF LATE FILING
(Check One) __ Form 10-K__Form 20-F__Form 11-K x Form 10-Q__Form N-SAR
For Period Ended: August 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended ________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
_______________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
_______________________________________________________________________________
PART I - REGISTRANT INFORMATION
_______________________________________________________________________________
Full Name of Registrant
RMS Titanic, Inc.
_______________________________________________________________________________
Former Name if Applicable
_______________________________________________________________________________
Address of Principal Executive Office (STREET AND NUMBER)
17 Battery Place
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City, State and Zip Code
New York, New York 10004
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
X (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
- -- (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period (Attach Extra Sheet if Needed): Without unreasonable
effort and expense, management of the registrant does not have an adequate
opportunity to review the contents of the subject report so as to make the
filing thereof within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George Tulloch 212 558-6300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1949 during the preceding 12 months
or for such shorter period of time that the registrant was required to file
such reports been filed? If answer is no, identity reports(s)
X Yes No
- --- ---
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
X Yes No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made:
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RMS TITANIC, INC.
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(Name of Registrant as Specified in Charter)
has caused his notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 15, 1996 By /s/ George Tulloch
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George Tulloch, Principal Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
(IV) The registrant estimates net income from operations of
approximately $727,000 for the quarter ended August 31, 1996 as compared to net
income of $103,897 for the quarter ended August 31, 1995. This change in the
results of operations is principally attributable to the receipt of revenue
during the quarter ended August 31, 1996 of $860,000 from the registrant's
licensing if television and certain other rights with respect to its 1996
expedition to the Titanic wreck site, combined with sponsorship revenues of
$150,000 related to such 1996 expedition, as compared with revenues of
approximately $255,000 from exhibition and merchandising activities during the
quarter ended August 31, 1995. General and administrative expenses increased
approximately $150,000 during the quater ended August 31, 1996 as compared to
the quarter ended August 31, 1995, principally as a result of an expenditure of
$100,000 for television production costs and travel expenditures related to the
1996 expedition to the Titanic wreck site.
