SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarter ended March 31, 2002

                                  OR

[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________


                   Commission file number 000-26037

                   VISUAL BIBLE INTERNATIONAL, INC.
                   --------------------------------
        (Exact name of registrant as specified in its charter)


            Florida                        65-1030068

 (State or Other Jurisdiction   (IRS Employer Identification
       of Incorporation)        Number)


      5115 Maryland Way, Suite 223-W, Brentwood, Tennessee 37027
    -------------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)


                            (615) 377-0767
                            --------------
         (Registrant's Telephone Number, Including Area Code)


                                 N/A
                                 ---
    (Former Name or Former Address, if Changed Since Last Report)


Check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to the filing requirements for at least the past 90 days:

                          YES [X]   NO [  ]

State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
May 20, 2002, there were 2,404,156 shares of the Registrant's $.001
par value common stock outstanding.

      Transitional Small Business Disclosure Format (check one):

                          YES [  ]   NO [X]


                          TABLE OF CONTENTS


Part I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

(a)  Consolidated Balance Sheets as of March 31, 2002 and December
     31, 2001

(b)  Consolidated Statements of Operations for the three month
     periods ended 3/31/02 and 3/31/01

(c)  Consolidated Statements of Cash Flows for the three month
     periods ended 3/31/02 and 3/31/01

(d)  Notes to Financial Statements

Item 2.   Management's Discussion and Analysis or Plan of Operation.

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings.

Item 2.    Changes in Securities.

Item 3.    Defaults on Senior Securities.

Item 4.    Submission of Matters to a Vote of Security Holders.

Item 5.    Other Events.

Item 6.    Exhibits, Lists and Reports on Form 8-K.

SIGNATURES


<PAGE>


ITEM 1.   FINANCIAL STATEMENTS.


(a)  Consolidated Balance Sheets as of March 31, 2002 and December
     31, 2001

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                  <C>           <C>
ASSETS                                (unaudited)    (audited)
                                     March 31,     December 31,
                                     2002          2001

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

Current Assets:

 Cash and cash equivalents                  $18,742       $62,034

 Accounts receivable, net                    83,432        13,348

 Inventories                                473,505       539,374

 Prepaids and other current assets           63,586        56,586

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

  Total Current Assets                      639,265       671,342



Film Costs                                       -             -

Property and Equipment, Net of               12,250        14,000
Accumulated Depreciation

Intangible Assets, Net of                   900,112     1,000,112
Accumulated Amortization

Other Assets                                     -             -

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

  Total Assets                           $1,551,627    $1,685,454

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

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current Liabilities:

 Current portion of notes payable          $325,000      $360,233

 Accounts payable and accrued             5,679,127     5,923,437
 expenses

 Deferred revenue                         1,309,316       823,636

 Due to current and former related        5,851,925     5,737,925
 parties

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

  Total Current and Total                13,165,368    12,845,231
  Liabilities

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

Commitments and Contingencies

Stockholders' Equity (Deficit):

 Preferred stock, class B,                       -             -
 200,000,000  authorized $.001 par
 value, issued  or outstanding at
 December 31, 2001 and December 31,
 2000

 Common stock, 300,000,000                    2,294         2,294
 authorized $.001 par value,
 2,293,576 and 390,695 issued and
 outstanding at December 31, 2001
 and December 31, 2000

 Additional paid-in capital              24,684,892    24,684,892

 Receivables from stockholders            (417,060)     (417,060)

 Retained earnings (deficit)           (35,883,867)  (35,429,903)

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

  Total Stockholders' Equity           (11,613,741)  (11,159,777)
  (Deficit)

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

  Total Liabilities and                  $1,551,627    $1,685,454
  Stockholders' Equity (Deficit)

                                         ==========    ==========
</TABLE>

____________________

The accompanying notes are an integral part of these consolidated
financial statements.


<PAGE>



(b)  Consolidated Statements of Operations for the three month
     periods ended 3/31/02 and 3/31/01



<TABLE>
<S>                                   <C>          <C>
                                       (unaudited)  (unaudited)
                                        For the       For the
                                         Three     Three Months
                                         Months     Ended March
                                      Ended March    31, 2001*
                                        31, 2002     ----------
                                       ----------

Sales:

 Royalty income                            $114,319      $112,593

 Product sales                               77,471        55,672

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

  Total Sales                               191,790       168,265

Cost of Goods Sold                           12,000         7,988

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

Gross Profit                                179,790       160,277

Costs and Expenses:

 Selling, general and administrative        633,754     1,103,686

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

                                            633,754     1,103,686

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

Net Income (Loss) from Operations         (453,964)     (943,409)
before income taxes

Provision (Credit) for Income Taxes              -             -

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

Net Income (Loss)                         (453,964)     (943,409)

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

Income (Loss) per Share:

 Basic and diluted income (loss) per        $(0.20)       $(2.28)
 share:

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

Basic and diluted common shares           2,293,576       414,645
outstanding

                                         ==========    ==========
</TABLE>

____________________
*  Restated

The accompanying notes are an integral part of these consolidated
financial statements.



<PAGE>


(c)  Consolidated Statements of Cash Flows for the three month
     periods ended 3/31/02 and 3/31/01


<TABLE>
<S>                                     <C>          <C>
                                          For the      For the
                                           Three        Three
                                           Months      Months
                                        Ended March     Ended
                                          31, 2002   March 31,
                                         ----------  2001
                                                      ----------

Cash Flows from Operating Activities:

 Net income (loss)                         $(453,964)  $(943,409)

 Adjustments to reconcile net income
 (loss) to net cash (used in) provided
 by operating activities

  Depreciation and amortization               101,750      72,750

 Change in operating assets and
 liabilities:

  Accounts receivable                        (70,084)    (51,528)

  Inventories                                  65,869   (608,070)

  Due to/from affiliate                       114,000     899,994

  Prepaid expenses and other current          (7,000)     (1,236)
  assets

   Accounts payable                         (244,310)     487,478

   Deferred revenues                          485,680     127,407

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

   Net cash (used in) provided by             (8,059)    (16,614)
   operating activities

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

Cash Flows from Investing Activities:

 Acquisition of property and equipment             -           -

 Advance of security deposit                       -           -

 Acquisition of intangibles                        -           -

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

  Net cash used in investing                       -           -
  activities

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

Cash Flows from Financing Activities:

 Payment of notes payable                    (35,233)          -

 Proceeds from note payable financing              -      209,778

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

  Net cash provided by (used in)             (35,233)     209,778
  financing activities

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

Net (Decrease) Increase in Cash              (43,292)     193,164

Cash and cash equivalents, beginning           62,034      63,445
of period

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

Cash and cash equivalents, end of             $18,742    $256,609
period

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

Supplemental Disclosure of Cash Flow
Information:

 Interest paid during the period                 $394        $ -

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

 Income taxes paid during the period             $ -         $ -

                                           ==========  ==========
</TABLE>

____________________

The accompanying notes are an integral part of these consolidated
financial statements.



<PAGE>


(d)  Notes to Financial Statements

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       MARCH 31, 2002 AND 2001

1.   THE COMPANY

     Visual Bible International, Inc. ("Visual Bible International"
or "the Company") is a global faith-based media company that owns,
through certain license agreements, the exclusive visual and digital
rights to the most popular versions of the Bible.  The Company has
produced and successfully released the word-for-word books of
Matthew and Acts.

     Visual Bible's mission is to use all forms of media to inspire
the lives of present and future generations by carrying God's Word
to everyone on earth regardless of their religious affiliation,
culture or geographic location.  The Company is seeking to acquire
additional intellectual property rights, is actively pursing the
production of new products and is building its sales and
distribution networks in order to position itself as the pre-eminent
creator and distributor of the word-for-word productions of the Bible.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Presentation

     The interim consolidated financial statements are prepared
pursuant to the requirements for reporting on Form 10-QSB. These
financial statements include the accounts of Visual Bible
International and all of its wholly owned and majority owned
subsidiaries.  The interim financial statements and notes thereto do
not include all disclosures required by generally accepted
accounting principles and should be read in conjunction with the
financial statements and notes in the Company's Form 10-KSB dated
May 7, 2002.  In the opinion of management, the interim financial
statements reflect all adjustments of a normal recurring nature
necessary for a fair statement of the results for the interim
periods presented.  The current period results of operations are not
necessarily indicative of results which ultimately will be reported
for the full year ending December 31, 2002.

Earnings (Loss) per Share

     Earnings (loss) per share are based on the weighted average
number of common shares outstanding including common stock equivalents.

Reclassifications

     Certain reclassifications have been made to the prior year
balances to conform to the current year presentation.

3.   GOING CONCERN   CHANGE IN CONTROL AND 2001 CAPITAL TRANSACTIONS

     Certain shareholders owning 212,500 shares of the Company's
common stock were parties to a shareholder voting agreement (the
"Voting Agreement").  On April 4, 2001, pursuant to an Irrevocable
Assignment and Assumption and Designation of Successor Proxy dated
March 21, 2001 (the "Assignment"), John Hamilton assigned all of his
rights and interests under the Voting Agreement to Pan Zone Co.,
Ltd., a British Virgin Islands Corporation ("Pan Zone").  As a
result of the Assignment, Pan Zone controls approximately forty-nine
percent (49%) of the Company's issued and outstanding common stock
and possesses significant influence over the Company, giving Pan
Zone the ability, among other things, to elect a majority of the
Board of Directors and approve significant corporate transactions.

     As part of this transaction and pursuant to a resolution of the
Board of Directors dated March 21, 2001, the Company authorized the
issuance, subsequent to the effective date of the Combination, of up
to 275,000 shares of the Company's common stock (the "Initial Pan
Zone Loan Shares") to Pan Zone in consideration of the agreement by
Pan Zone to extend the payment date to April 2, 2002, and to reduce
the interest rate to six percent (6%) in connection with a note of
$250,000 and loans and advances totaling approximately $550,000 from
Pan Zone to the Company (the "Initial Pan Zone Loan"), payment of
which was past due.  Likewise, as a part of such resolution, the
Company authorized the issuance, subsequent to the effective date of
the Combination, of up to 833,333 shares of the Company's common
stock (the "Second Pan Zone Loan Shares") to Pan Zone in
consideration of the agreement by Pan Zone to loan the Company the
sum of not less than $500,000 nor more than $2,500,000 (the "Second
Pan Zone Loan"), which Second Pan Zone Loan provided for interest at
six percent (6%) per annum on the amounts outstanding from time to
time and was due on April 1, 2002.  As of June 30, 2001, Pan Zone
had loaned over $3,600,000 to the Company, and the Company issued
33,250,000 shares of the Company's common stock to Pan Zone
effective June 19, 2001.

     As a condition of the Second Pan Zone Loan, the Company
appointed three directors to the Board of Directors, Messrs. Daniel
W. Johnson, Anthony Ng and Paul Wong.  After such appointment, the
Company's Board appointed Daniel W. Johnson as Chief Executive
Officer and President and James G. Petway, Jr. as Chief Financial
Officer and Secretary.  Simultaneous with such appointments, the
Company's prior directors and officers resigned.

     As of December 31, 2001, the Company has 2,293,576 shares
outstanding, and Pan Zone owns and/or controls 1,125,008
(approximately 49%) of such shares.  As a result, Pan Zone possesses
significant influence over the Company, and Pan Zone has the
ability, among other things, to elect the Board of Directors and
approve significant corporate transactions.  Such control may also
have the effect of delaying or preventing any further change in
control; impeding a merger, consolidation, takeover or other
business combination; or discouraging a potential acquirer from
making a tender offer or otherwise attempting to obtain control of
the Company which could have a material adverse effect on the market
price of the Company's common stock.

     As discussed in Note 7, the Company has executed a letter of
intent with an entity that will, among other things, arrange for
production financing of at least $7 million.  Additionally, this
company and Pan Zone will jointly raise equity capital through a
private placement of at least $5 million.  Without this financing
and the capital that is to be generated by these transactions, the
Company will not have sufficient cash flow from its operations to
meet its obligations.  Additionally, the ultimate timing and ability
to close these transactions cannot be defined nor assured.

4.   DISTRIBUTION AGREEMENT

     During February 2002, Visual Bible International, Inc. entered
into a termination agreement with The Columbia House Company whereby
the Company will pay $41,000 to exit two agreements with Columbia
House.  This fee will only be paid upon the closing of the
transaction discussed in Note 7, therefore no liability or expense
has been recorded at March 31, 2002.  Royalty revenues received by
Columbia House during 2001 totaled approximately $5,000.

5.   LEASE

     During March 2002, the Company negotiated a termination of its
lease agreement for office space with Bertlesmann TJS, Inc.  The
termination fee totaled $100,000 and was recorded as a liability at
December 31, 2001.  Additionally, the Company forfeited a rent
deposit totaling $32,000 related to this settlement.

6.   STOCKHOLDERS' EQUITY (DEFICIT)

     On April 4, 2001, pursuant to a corporate resolution of the
board of directors dated March 21, 2001, the Company filed Amended
and Restated Articles of Incorporation with the Secretary of State
of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on April 16, 2001:  (i) each two shares
of the Company's $.001 par value common stock issued and outstanding
on and as of April 4, 2001 will be combined into one share of the
Company's $.001 par value common stock; and (ii) the Company's total
capitalization will be reduced from two hundred million shares to
one hundred million shares, of which seventy-five million shares are
designated as $.001 par value common shares and twenty-five million
shares are designated as $.001 par value preferred shares (the
"Combination").

     On September 11, 2001, pursuant to a corporate resolution of
the board of directors dated September 10, 2001, the Company filed
Amended and Restated Articles of Incorporation with the Secretary of
State of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on September 25, 2001:  (i) each three
shares of the Company's $.001 par value common stock issued and
outstanding on and as of September 24, 2001, will be combined into
one share of the Company's $.001 par value common stock; and (ii)
the Company's total capitalization will be reduced from one hundred
million shares to thirty-three million three hundred thirty-three
thousand three hundred thirty-three shares, of which twenty-five
million shares are designated as $.001 par value common shares and
eight million three hundred thirty-three thousand three hundred
thirty-three shares are designated as $.001 par value preferred
shares (the "Combination").

     On February 4, 2002, pursuant to a corporate resolution of the
Board of Directors dated February 4, 2002, the Company filed Amended
and Restated Articles of Incorporation with the Secretary of State
of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on February 19, 2002:  (i) each ten
shares of the Company's $.001 par value common stock issued and
outstanding on and as of February 18, 2002, will be combined into
one share of the Company's $.001 par value common stock; and (ii)
the Company's total capitalization will be reduced from thirty-three
million three hundred thirty-three thousand three hundred
thirty-three shares to three million three hundred thirty-three
thousand three hundred thirty-three shares, of which two million
five hundred thousand shares are designated as $.001 par value
common shares and eight hundred thirty-three thousand three hundred
thirty-three shares are designated as $.001 par value preferred
shares (the "Combination").

     All references to common stock issued and outstanding within
these financial statements have been retroactively restated to
reflect the combinations of shares that occurred on April 16, 2001,
September 25, 2001, and February 19, 2002.  After giving effect to
all of the stock splits discussed above, the Company had 2,293,576
shares of common stock issued and outstanding at March 31, 2002 and
December 31, 2001, respectively.

     In connection with the change in control that occurred on April
4, 2001, John Hamilton assigned all of his rights and interests
under the Voting Agreement to Pan Zone Co., Ltd. ("Pan Zone"), a
British Virgin Islands corporation pursuant to an Irrevocable
Assignment and Assumption and Designation of Successor Proxy dated
March 21, 2001 (the "Assignment").  On such date, John Hamilton
entered into a reimbursement and settlement agreement with Pan Zone
for the benefit of the Company and terminated a consulting agreement
dated September 1, 2000 (the "Winchester Agreement") and transferred
and assigned to the Company any and all interests and rights claimed
by John Hamilton, if any, in certain distribution rights for Visual
Bible within North America.  John Hamilton, either individually or
through an entity controlled by John Hamilton, will remain as a
consultant to the Company in connection with international
distribution matters pursuant to an agreement to be negotiated and
executed between the Company and John Hamilton.  The Company expects
to compensate John Hamilton by allocating variable portions,
determined based upon the manner in which the product sales occur,
of the revenues the Company receives from the sales of certain of
its products outside North America.

     On June 19, 2001, pursuant to a resolution dated March 21,
2001, the Company issued 275,000 shares of its common stock in
consideration of a loan extension and a reduction of interest rate
on past due loans and advances of approximately $825,000 outstanding
from the Company to Pan Zone as of December 31, 2000.  The Company
recorded an expense totaling $2,062,500 related to the fair value of
the shares issued.

     On June 19, 2001, pursuant to a resolution dated March 21,
2001, the Company issued 833,333 shares of its common stock for
additional loans extended by Pan Zone in excess of $2,500,000.  The
Company recorded an expense totaling $6,250,000 related to the fair
value of the shares issued.

     On June 28, 2001, pursuant to a resolution dated June 27, 2001,
the Company sold 40,000 shares of its common stock to third parties
for an aggregate consideration of $300,000.  Placement fees of
$15,000 were paid in connection with this sale.

     On June 28, 2001, pursuant to a resolution dated June 27, 2001,
the Company issued 100,000 shares of its common stock in
consideration of an unsecured, one-year loan at 3% interest.  The
loan was extended by Paul Wong in the amount of $500,000 and funds
were received in July.  The Company recorded an expense totaling
$750,000 related to the fair value of the shares issued.

     On June 28, 2001, pursuant to a resolution dated June 27, 2001,
the Company issued 100,000 shares of its common stock in
consideration of an unsecured, one-year loan at 3% interest.  The
loan was extended by Cerro Capital Alliance in the amount of
$500,000.  The Company recorded an expense totaling $750,000 related
to the fair value of the shares issued.

     On June 28, 2001, pursuant to a resolution dated June 27, 2001,
the Company issued 420,000 shares of its common stock to certain of
its employees and consultants in consideration of past and future
services.  The Company recorded an expense totaling $3,150,000
related to the fair value of the shares issued.

     On June 28, 2001, pursuant to a resolution dated June 27, 2001,
the Company issued 833,333 shares of its common stock to John
Hamilton in settlement of disputed amounts owed him by the Company
in excess of  $2,000,000.

     During 2001, the Company issued 51,214 shares of its common
stock to several parties in settlement of potential claims and
liabilities of the Company.  As a result of these issuances, the
Company recorded an expense totaling $328,000 related to the fair
value of the shares issued.

7.   FINDER AND CONSULTING SERVICES AGREEMENT   LETTER OF INTENT

     During March 2002, the Company executed a letter of intent with
Covenant Film Productions, Inc. ("Covenant").  The letter of intent
covers services that may be provided to the Company and its
subsidiaries in connection with the development of film adaptations,
on a word-for-word basis, of books of the Bible.  Covenant will also
arrange, jointly with Pan Zone, staged film production financing and
facilities in an aggregate of not less than $7,000,000 and equity
capital of at least $5,000,000.  Execution of definitive agreements
and closing are expected to take place following due diligence to be
completed on or before May 16, 2002.

     In addition, if the definitive agreements are executed and
closing occurs, Covenant is expected to be responsible for
recruiting senior management and consultants experienced in film
production and marketing.  For its finder and consulting services,
the Company shall pay Covenant fees pursuant to a management
agreement of $600,000 per year and reimburse expenses not to exceed
$100,000 per year unless approved by the Board of Directors.  The
annual management fees will be increased by $100,000 per year
commencing on completion of the first film, subject to not less than
one new film being commenced during each marketing period.  The
Company will also be responsible for professional services fees
related to due diligence and the financing transactions not to
exceed $350,000.

     On completion of the financing transaction, a success fee will
be paid to Covenant of 16,500,000 common shares of the Company.  If
the Company elects to terminate the letter of intent and pending
financing transaction, a total of 4,000,000 shares of common stock
will be provided to Covenant as liquidated damages.

8.   SUBSEQUENT EVENTS

     On April 15, 2002, pursuant to an action by written consent of
the majority of the Company's stockholders, the Company's Articles
of Incorporation were amended and restated to increase the
authorized shares of Common Stock from 2,500,000 shares to
300,000,000 shares, par value $.001, and to increase the authorized
shares of preferred stock from 833,000 to 200,000,000 shares, par
value $.001, which has been reflected within the presented balance
sheets.

     On April 25, 2002, the Company received a letter from IBS
terminating the Replacement IBS License based upon, among other
things, alleged non payment by the Company.  The Company does not
believe that the IBS termination is justified and believes, among
other things, that it had reached an agreement with IBS to defer
payments due to IBS under the Replacement IBS License Agreement.
The Company's counsel has recently advised IBS of this position, and
if IBS does not rescind its termination, the Company intends to
pursue such legal remedies as may be available.  Based upon the
precarious financial position of the Company, there can be no
assurance that the Company will have the financial ability to
commence and sustain any proceeding against IBS if it becomes
necessary.  If the termination of the Replacement IBS License
Agreement is upheld, the Company would then be forced to cease sales
of the books of Matthew and Acts, which can be expected to have a
material adverse effect upon the Company's ability to generate
revenue from the sales of those products.

<PAGE>


Item 2.   Management's Discussion and Analysis or Plan of Operation.

Forward Looking Statements

     The information provided in this report may contain "forward
looking" statements or statements which arguably imply or suggest
certain things about our future.  Statements, which express that we
"believe", "anticipate", "expect", or "plan to" as well as other
statements which are not historical fact, are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements are based on assumptions that
we believe are reasonable, but a number of factors could cause our
actual results to differ materially from those expressed or implied
by these statements.  We do not intend to update these forward
looking statements.

Management's Discussion and Analysis

     The following discussion of our financial condition and results
of operations should be read in conjunction with the financial
statements and the notes to the statements included elsewhere in
this report.

Overview

     We are a global, faith-based media company that has secured the
exclusive visual and digital rights to the most popular versions of
the Bible.  We have produced and successfully released the
word-for-word books of Matthew and Acts.

     We are the successor by merger (the "Merger") to American
Uranium, Inc. ("American Uranium").  During June 2000, American
Uranium changed its state of incorporation from New Jersey to
Florida by means of a merger into a wholly-owned Florida subsidiary,
American Uranium Reincorporation, Inc., which then changed its name
to American Uranium, Inc.  During August, 2000, American Uranium
amended and restated its articles of incorporation, which among
other things, changed its name to Visual Bible International, Inc.
On July 31, 2000, we concluded a voluntary share exchange
transaction (the "Share Exchange Transaction") with all of the
shareholders of Visual Bible, Inc., a Florida corporation ("Visual
Bible") whereupon Visual Bible became our wholly owned subsidiary.
As a result of the Share Exchange Transaction the shareholders of
Visual Bible received in excess of 51% of our outstanding Common
Stock.  Prior to the Merger, we had limited operations and were
looking to consummate a business combination with another company
which had operations.

     Our primary strengths are our intellectual property rights to
the visual representation of the most popular versions of the Bible
and our sales and distribution networks.  The Bible remains the
largest selling book of all time and Bible sales are driven by Bible
translations.  We have received exclusive licenses for the film
rights for the word-for-word film productions of the Good News
Translation, New International Version, Contemporary English
Version, and Holman Christian Standard Version of the Bible.

     We intend to utilize our intellectual property rights as the
basis to build a global distribution system for faith-based,
audio-visual products.  Past distribution of such products has been
primarily focused on the traditional Christian marketplace.  We
believe the opportunity continues to exist to take our products into
the mainstream domestic marketplace and simultaneously into the much
larger global marketplace where, we believe, the potential for sales
is enormous.

     Our distribution agreement with Thomas Nelson, Inc., a major
distributor of faith based products provides Thomas Nelson with the
exclusive license to distribute videos through the mass market,
general retail outlets, the Christian Booksellers Association and
the church markets in the United States.  During the third quarter
of 2001, we executed a termination agreement with Stewart House
Publishing, Inc. to as to our existing distribution agreement.
Prior to the termination, Stewart House had distributed our products
to the general or mass market in the United States and Canada.  We
are continuing to pursue strategic relationships with the United
Bible Societies, and if we are able to create such relationships we
believe that we would be in a position to create mass distribution
of our products on a global basis.

Results of Operations

     Net sales for the first three months of 2002 totaled
approximately $192,000, which closely approximates our sales in
fiscal 2001.  Gross profit is also very comparable between the first
quarters of 2002 and 2001.

     Selling, general and administrative expenses are lower in the
first quarter of 2002 compared to 2001 resulting from the
reorganization and restructuring of the Company that occurred during
2001. As one example, as of March 31, 2002, the Company had four
full-time employees compared to over fifteen employees and
consultants during much of the first quarter of 2001.

Liquidity and Capital Resources

     At March 31, 2002, we had approximately $19,000 in cash and
cash equivalents and a working capital deficit of approximately
$12,526,000.  The primary sources of liquidity to meet our
obligations during the three months ended March 31, 2002, were
provided by royalty advances from our primary distributor totaling
$600,000.

     Net cash used in operating activities was $8,000 for the
quarter ended March 31, 2002.  Other than the net increase in
unearned revenue of $486,000, which principally funded our
operations, there were no significant changes in the balance sheet.

     For fiscal year 2002, we anticipate cash needs of approximately
$3,750,000, consisting of approximately $1,500,000 for operations,
approximately $1,250,000 relating to reductions in accounts and
notes payable, and approximately $1,000,000 to begin production
activities in connection with a new book of the Bible.  We expect
these cash needs to be funded by the sale of our Common Stock
through private placements.  Additionally, we are pursuing financing
from several alternative sources to fund new productions of the
Bible.  Without the successful completion of these private
placements, our revenue from operations will not be sufficient to
sustain our current working capital obligations and requirements.

<PAGE>


PART II.  OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS.

     a).  Not Applicable.

     ITEM 2.   CHANGES IN SECURITIES.

     a).  Not Applicable.

     b).  Not Applicable.

     c).  Not Applicable.

     d).  Not Applicable.

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  Not Applicable.

     ITEM 4.   Submission of Matters to a Vote of Security Holders.


     On March 14, 2002, we received the written consent in lieu of a
meeting of our Stockholders (the "Majority Stockholder Consent"),
from the holders (our "Majority Stockholders") of 1,581,756 shares
of our Common Stock, which shares of Common Stock represented
approximately 65.8% of the 2,404,156 shares of our Common Stock
issued and outstanding, approving our Amended and Restated Articles
of Incorporation (our "Amended and Restated Articles"), pursuant to
which: (a) we increased our authorized shares of Common Stock from
2,500,000 shares to 300,000,000 shares, and (b) we increased our
authorized shares of our $.001 par value "blank check" preferred
stock (our "Preferred Stock") from 833,000 to 200,000,000 shares
(our "Capitalization Increase").

     On March 14, 2002, our Board of Directors approved our Amended
and Restated Articles, subject to Stockholder approval. On March 14,
2002, in accordance with the Florida Business Corporation Act
("FBCA"), our Majority Stockholders approved the Amended and
Restated Articles by the Majority Stockholder Consent.  On April 15,
2002 we filed our Restated Articles with the Secretary of State of
the State of Florida and our Capitalization Increase was effected.

     ITEM 5.   OTHER INFORMATION.

     ITEM 6.   EXHIBITS, LISTS AND REPORTS ON FORM 8-K:

     (a)  Exhibits.

     The following is a list of exhibits filed as part of this
quarterly report on Form 10-QSB. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
For exhibits incorporated by reference, the location of the exhibit
in the previous filing is indicated in parentheses.

<TABLE>
<S>     <C>
        DESCRIPTION
EXHIBIT
NO.

2.1     Stock Exchange Agreement (2)

3.1     Articles of Incorporation of American Uranium, Inc. (1)

3.2     Bylaws of American Uranium, Inc.(1)

3.3     Articles of Incorporation of American Uranium
        Reincorporation, Inc. (2)

3.4     Bylaws of American Uranium Reincorporation, Inc. (2)

3.5     Amended and Restated Articles of Incorporation of
        Visual Bible International, Inc. (3)

3.6     Bylaws of Visual International, Inc. (3)

3.7     Amended and Restated Articles of Incorporation of
        Visual Bible International, Inc. dated April 3, 2001 (4)

3.8     Amended and Restated Articles of Incorporation of
        Visual Bible International, Inc. dated September 10,
        2001 (5)

3.9     Amended and Restated Articles of Incorporation of
        Visual Bible International, Inc. dated February 19,
        2002(6)

3.10    Amended and Restated Articles of Incorporation of
        Visual Bible International, Inc. dated March 14, 2001
        (7)

3.11    Amendment to the Articles of Incorporation of Visual
        Bible International, Inc., dated March 28, 2002 (8)

9.1     Shareholder Voting Agreement (3)

9.2     Form of Irrevocable Proxy(3)

10.1    Agreement with Stewart House Publishing, Inc. (4)

10.2    Agreement with Thomas Nelson, Inc. (4)

10.3    Agreement with Columbia House, Inc. (4)

21.1    List of Subsidiaries (8)

27.1    Financial Data Schedule
</TABLE>


(1)  Previously filed with Form 10 of the Company dated May 19, 1999
     and incorporated herein by reference.

(2)  Previously filed with Schedule 14-A of the Company on June 2,
     2000 and incorporated herein by reference.

(3)  Previously filed with Form 8-K on August 16, 2000 and
     incorporated herein by reference.

(4)  Previously filed with Form 10-KSB of the Company filed on May
     23, 2001 and incorporated herein by reference.

(5)  Previously filed with Form 10-QSB of the Company filed on
     November 11, 2001 and incorporated herein by reference.

(6)  Previously filed with Form 8-K on March 26, 2002 and
     incorporated herein by reference.

(7)  Previously filed with Schedule 14-C of the Company filed on
     March 25, 2002 and incorporated herein by reference.

(8)  Previously filed with Form 10-KSB of the Company filed on May
     14, 2002 and incorporated herein by reference.

     (b)  Reports on Form 8-K. On March 26, 2002 we filed a report
          on Form 8-K reporting on item 5.


<PAGE>


                              SIGNATURES


        In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                   VISUAL BIBLE INTERNATIONAL, INC.



Date: 05/21/02                     By: /s/ Daniel W. Johnson
                                   Daniel W. Johnson, President


Date: 05/21/02                     By: /s/ James G. Petway, Jr.
                                   James G. Petway, Jr., Principal
                                   Financial Officer