Schedule 13D/A

2(b) Based on the Reporting Persons’ interactions with Mr. Arnie Geller, the Chairman of the Issuer’s Board of Directors, which are described in this Schedule 13D/A below, the Reporting Persons may be construed to be in a group with Mr. Geller within the meaning of Section 13(d) of the Exchange Act. In its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2008, the Issuer disclosed that, as of June 18, 2008, Mr. Geller beneficially owns 2,958,967 shares of the Issuer’s common stock, representing 9.6% of the Issuer’s outstanding common stock as of that date. The Reporting Persons do not believe that their interactions with Mr. Geller have caused a group to be formed with him and expressly disclaim (i) the existence of, and any membership in, a group with Mr. Geller for purposes of Section 13(d) of the Exchange Act and (ii) the beneficial ownership of any shares of common stock of the Issuer held b y any person or entity other than the Reporting Persons. This filing does not reflect the beneficial ownership of any shares of common stock of the Issuer other than the shares beneficially owned by the Reporting Persons.

This Statement on Schedule 13D/A (“Schedule 13D/A”) relates to the Common Stock, par value $0.0001 (the “Shares”), of Premier Exhibitions, Inc., a Florida corporation (the “Issuer”).

The address of the Issuer's principal executive offices is 3340 Peachtree Rd, Ste 2250, Atlanta, GA 30326.

This Schedule 13D/A is being filed by Sellers Capital Master Fund, Ltd. (“SCMF”), Praetorian Value Fund, LLC (“PVF”), and Sellers Capital LLC ("SC"), on behalf of separate accounts it manages.

The principal business office of each of the reporting entities is 311 S. Wacker Dr., Ste. 925, Chicago, IL 60606.

The principal business of the reporting entities SCMF and PVF is to operate as privately held investment funds for high net worth individuals and institutions. The principal business of SC is to advise privately held investment funds, including SCMF and PVF, and to provide separate account management where SC has investment discretion over client assets held in the client’s name.

During the last five years, none of the reporting entities described in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

SCMF is an exempted company organized under the laws of the Cayman Islands. PVF is a limited liability company organized under the laws of Delaware. SC is a limited liability company organized under the laws of Illinois.

As of the date hereof, the Reporting Persons are deemed to beneficially own an aggregate of 4,914,243 Shares, as detailed in Item 5. The aggregate purchase price for such shares was approximately $24,493,423 (inclusive of brokerage commissions and fees), which amount has come from working capital.

Item 4 of the Schedule 13D is amended and restated to read in its entirety as follows:

Item 5 of the Schedule 13D is amended and restated to read in its entirety as follows:

(a) SCMF is the owner of 4,778,399 Shares, representing approximately 15.8% of the outstanding Shares. PVF is the owner of 119,000 Shares, representing approximately 0.4% of the outstanding Shares. SC, on behalf of separate accounts it manages, is the owner of 16,844 Shares, representing a negligible percentage of the outstanding Shares. The percentages used herein are based on the 30,249,781 Shares reported to be issued and outstanding as of July 7, 2008 by the Issuer in its Form 10-Q for the quarterly period ended May 31, 2008, filed with the SEC on July 10, 2008.

(b) SCMF has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, with respect to 4,778,399 Shares. PVF has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, with respect to 119,000 Shares. On behalf of separate accounts it manages, SC has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, with respect to 16,844 Shares.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by the Reporting Persons.

Except for the matters discussed herein, there are no contracts, arrangements, understandings or relationships with respect to securities of the issuer.

Exhibit 99.1 Joint Filing Agreement, dated as of August 12, 2008, among Sellers Capital Master Fund, Ltd., Praetorian Value Fund LLC, and Sellers Capital LLC.*

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Sellers Capital Master Fund, Ltd .

By:		/s/ Samuel S. Weiser
Name:		Samuel S. Weiser
Title:		Chief Operating Officer, Sellers Capital LLC, Investment Manager

Praetorian Value Fund LLC

By:		/s/ Samuel S. Weiser
Name:		Samuel S. Weiser
Title:		Chief Operating Officer, Sellers Capital LLC, Managing Member

Sellers Capital LLC

By:		/s/ Samuel S. Weiser
Name		Samuel S. Weiser
Title:		Chief Operating Officer


CUSIP No. 74051E102		13D/A		Page 8 of 8

EXHIBIT INDEX

Exhibit 99.1 Joint Filing Agreement, dated as of August 12, 2008, among Sellers Capital Master Fund, Ltd., Praetorian Value Fund LLC, and Sellers Capital LLC.

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Premier Exhibitions, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same document.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of August 12, 2008.

Sellers Capital Master Fund, Ltd .

By:		/s/ Samuel S. Weiser
Name:		Samuel S. Weiser
Title:		Chief Operating Officer, Sellers Capital LLC, Investment Manager

Praetorian Value Fund LLC

By:		/s/ Samuel S. Weiser
Name:		Samuel S. Weiser
Title:		Chief Operating Officer, Sellers Capital LLC, Managing Member

Sellers Capital LLC

By:		/s/ Samuel S. Weiser
Name		Samuel S. Weiser
Title:		Chief Operating Officer


1	Names of Reporting Persons Sellers Capital Master Fund, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions) See footnotes below. (a) x (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 Sole Voting Power 4,778,399
		8 Shared Voting Power 0
		9 Sole Dispositive Power 4,778,399
		10 Shared Dispositive Power 0


1	Names of Reporting Persons Praetorian Value Fund LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) See footnotes below. (a) x (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 Sole Voting Power 119,000
		8 Shared Voting Power 0
		9 Sole Dispositive Power 119,000
		10 Shared Dispositive Power 0


1	Names of Reporting Persons Sellers Capital LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) See footnotes below. (a) x (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization Illinois


11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,778,399
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13	Percent of Class Represented by Amount in Row (11) 15.8%
14	Type of Reporting Person (See Instructions) IV


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 Sole Voting Power 16,844
		8 Shared Voting Power 0
		9 Sole Dispositive Power 16,844
		10 Shared Dispositive Power 0