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 June 30, 2001

                                  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                        (IRS Employer
 Jurisdiction of Incorporation)          Identification Number)

    5100 Town Center Circle, Suite 330, Boca Raton, Florida 33486
    -------------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)


                            (561) 697-0471
                            --------------
         (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
August 17, 2001, there were 68,369,356 shares of the Registrant's
$.001 par value common stock outstanding.

      Transitional Small Business Disclosure Format (check one):

                          YES [  ]   NO [X]


<PAGE>


                          TABLE OF CONTENTS


<TABLE>
<S>                                                                            <C>
Part I - FINANCIAL INFORMATION

Item 1.        Financial Statements.

(a)    Consolidated Balance Sheets as of June 30, 2001 and                     1
December 31, 2000

(b)    Consolidated Statements of Operations for the six month periods ended   2
6/30/01 and 6/30/00

(c)    Consolidated Statements of Cash Flows for the three month periods       3
ended 6/30/01 and 6/30/00

(d)    Notes to Financial Statements                                           4

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
</TABLE>


<PAGE>


ITEM 1.        FINANCIAL STATEMENTS.


(a)    Consolidated Balance Sheets as of June 30, 2001 and December
       31, 2000


<TABLE>
<S>                                                        <C>                     <C>
VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



                                                               (unaudited)         (audited)

                                                                June 30,         December 31,

ASSETS                                                            2001              2000 *
___________________________________________________________ _________________ ________________

Current Assets:

   Cash and cash equivalents                                      $103,657             $63,445
   Accounts receivable, net                                         37,179              10,655
   Inventories                                                   1,309,125              29,391
   Prepaids and other current assets                                56,586              65,774
                                                            ----------------- ----------------
        Total Current Assets                                     1,506,547             169,265

Film Costs                                                               0           2,784,353

Property and Equipment, Net of Accumulated
  Depreciation                                                      17,500              21,000

Intangible Assets, Net of Accumulated
  Amortization                                                   1,272,494           1,414,494

Other Assets                                                        70,150              73,303

                                                            ----------------- ----------------
        Total Assets                                            $2,866,691          $4,462,415
                                                            ================= ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
___________________________________________________________

Current Liabilities:

  Current portion of notes payable                              $1,307,158          $1,324,175
   Accounts payable and accrued expenses                         4,928,649           3,202,025
   Deferred revenue                                                475,879             600,000
   Due to related parties                                        4,175,996           3,482,230
                                                            ----------------- ----------------
        Total Current Liabilities                               10,887,682           8,608,430

Long-term portion of notes payable                               0                     250,000
                                                            ----------------- ----------------

        Total Liabilities                                       10,887,682           8,858,430
                                                            ----------------- ----------------

Commitments and Contingencies

Stockholders' Equity (Deficit):

   Preferred stock, class B, $.01 par value:

     10,000 authorized, issued and outstanding for 1999                                -
     25,000,000 authorized $.001 par value, -0- issued
     or outstanding for 2000                                        0                  -
   Common stock, 75,000,000 authorized $.001 par
     value, 68,369,356 and 11,720,854 issued and out-
     standing at June 30, 2001 and December 31, 2000
   Additional paid-in capital                                   24,406,955           9,105,885
   Receivables from stockholders                                 (417,060)           (417,060)
   Retained earnings (deficit)                                (32,079,030)        (13,096,561)
                                                            ----------------- ----------------
        Total Stockholders' Equity (Deficit)                   (8,089,135)         (4,407,736)
                                                             ----------------- ----------------

        Total Liabilities and Stockholders' Equity              $2,798,547          $4,450,694
        (Deficit)
                                                            ================= ================

*Restated

____________________

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

</TABLE>



(b)    Consolidated Statements of Operations for the six month
       periods ended 6/30/01 and 6/30/00




<TABLE>
<S>                                        <C>          <C>            <C>           <C>
VISUAL BIBLE INTERNATIONAL, INC. AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


                                    (Unaudited)    (Unaudited)    (Unaudited)   (Unaudited)
                                    For the Three  For the Three   For the Six   For the Six
                                    Months Ended   Months Ended    Months Ended  Months Ended
                                    June 30, 2001  June 30, 2000*  June 30, 2001 June 30, 2000*
                                   ______________  ______________  _____________ _____________

Sales:

   Royalty income                        $201,528            $679       $314,121          $679
   Product sales                          165,597         566,641        221,269     1,480,991
                                    -------------  --------------  -------------- ------------
      Total Sales                         367,125         567,320        535,390     1,481,670

Cost of Goods Sold                         12,396         242,070         20,384       595,915
                                    -------------  --------------  -------------- ------------
Gross Profit                              354,729         325,250        515,006       885,755
                                    -------------  --------------  -------------- ------------
Costs and Expenses:

   Stock issuance charge               13,057,500               0     13,057,500             0
   Write off production costs           3,354,458               0      3,515,295             0
   Selling, general and
   administrative                       1,981,831       2,454,955      2,924,680     3,260,403
                                    -------------  --------------  -------------- ------------
                                       18,393,789       2,454,955     19,497,475     3,260,403
                                    -------------  --------------  -------------- ------------

Net Income (Loss) from Operations
  before Income Taxes                (18,039,060)     (2,129,705)   (18,982,469)   (2,374,648)

Other income (expense)                          0        (28,740)              0      (35,431)

Loss from discontinued operations               0        (64,867)              0      (64,867)

Net loss before income taxes         (18,039,060)     (2,223,312)   (18,982,469)   (2,474,946)
                                    -------------  --------------  -------------- ------------
Provision (Credit) for Income Taxes             0        (16,802)              0      (87,529)
                                    -------------  --------------  -------------- ------------
Net Income (Loss)                   $(18,039,060)    $(2,206,510)  $(18,982,469)  $(2,387,417)
                                    =============  ==============  ============== ============

Income (Loss) per Share:

   Basic and diluted income (loss)
   per share                             $(1.06)         $(0.20)        $(1.32)       $(0.22)
                                    =============  ==============  ============== ============
Basic and diluted common shares
outstanding                           16,994,631      10,904,131     14,385,149    10,904,131
                                    =============  ==============  ============== ============

*Restated
____________________

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

</TABLE>



(c)    Consolidated Statements of Cash Flows for the three month
       periods ended 6/30/01 and 6/30/00


<TABLE>
<S>                                                         <C>                      <C>
VISUAL BIBLE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                  For the Six Months
                                                                  Ended June 30,

                                                            2001                       2000 *
                                                            ----                       ----
                                                         (Unaudited)                Unaudited)


Cash Flows from Operating Activities:

   Net  income (loss)                                  $(18,982,469)              $(2,387,417)
   Adjustments to reconcile net income (loss)
     to net cash (used in) provided by operating
     activities:
        Loss from discontinued operations                          0                    64,867
        Depreciation and amortization                        145,500                   185,706
        Deferred income taxes                                      0                  (70,727)
        Write down of film cost to net realizable value    2,784,353                         0
        Write down of inventory                              350,000                         0
        Issuance of common stock                          13,057,500                         0

   Change in operating assets and liabilities:

      Accounts receivable                                    (26,524)                  659,319
      Inventories                                         (1,629,734)                        0
      Due to/from affiliate                                 2,708,266                  344,530
      Film cost                                                     0                  (60,708)
      Prepaid expenses and other current assets                 9,188                  (75,344)
      Accounts payable and accrued liabilities              1,727,117                 (442,942)
      Deferred revenues                                     (124,121)                        0
     Other assets                                               3,153                        0
                                                        -------------              -----------
          Net cash (used in) provided by
            operating activities                               22,229               (1,782,716)
                                                        -------------              -----------
Cash Flows from Investing Activities:
   Acquisition of property and equipment                            0                 (167,480)
                                                        -------------              -----------
          Net cash used in investing
            activities                                              0                 (167,480)
                                                        -------------              -----------

Cash Flows from Financing Activities:
   Proceeds from issuance of common stock                     285,000                        0
   Payment of notes payable                                 (976,795)                  (65,266)
   Receivables from stockholders                                    0                1,997,107
   Proceeds from note payable financing                       709,778                        0
                                                        -------------              -----------
          Net cash provided by (used in) financing
            activities                                         17,983                1,931,841
                                                        -------------              -----------
Net (Decrease) Increase in Cash                                40,212                  (18,355)


Cash and cash equivalents, beginning of year                   63,445                   75,345
                                                        -------------              -----------
Cash and cash equivalents, end of year                       $103,657                  $56,990
                                                        =============              ===========

Supplemental Disclosure of Cash Flow Information:
   Interest paid during the year                               $5,132                       $0
                                                        =============              ===========

Supplemental Disclosure of Noncash Investing and
  Financing Activities:
     Net assets acquired in reverse merger                        $0                   $37,264
                                                        =============              ===========

     Convertible notes payable issued for capital stock
       repurchases                                                $0               $   549,996
                                                        =============              ===========

     Common stock issued on conversion of promissory
       note                                               $2,014,500                        $0
                                                        =============              ===========

*Restated

____________________

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

</TABLE>



(d)    Notes to Financial Statements



          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        JUNE 30, 2001 AND 2000


         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.

         On August 7, 2000, American Uranium, Inc.
         ("American Uranium") and Visual Bible, Inc.
         ("Visual Bible") completed a stock exchange
         transaction (the "Visual Bible Exchange
         Transaction") pursuant to a stock exchange
         agreement (the "Visual Bible Exchange Agreement").
          Under the terms of the Visual Bible Exchange
         Agreement one share of American Uranium common
         stock was issued and exchanged for each one share
         of common stock of Visual Bible outstanding,
         thereby giving the stockholders of Visual Bible
         controlling interest in American Uranium.  Also on
         August 7, 2000 American Uranium changed its name
         to Visual Bible International, Inc.

         The Visual Bible Exchange Transaction was
         accounted for as a purchase.  However, since the
         stockholders of Visual Bible own approximately 58%
         of the outstanding shares of Visual Bible
         International and, therefore, control Visual Bible
         International, they will be deemed to be the
         acquiror and no step up in basis will be reflected
         and no goodwill will be recorded by the Company.
         This accounting treatment is in accordance with
         the view of the staff of the Securities and
         Exchange Commission that the acquisition by a
         public shell of assets of a business from a
         private company for a significant number of shares
         should be accounted for at historical costs and
         accounted for as a reverse merger.


         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 financial
         statements were derived from the consolidated
         annual financial statements of Visual Bible which
         includes its consolidated subsidiary, Visual
         Entertainment, Inc. ("Visual Entertainment") which
         was acquired by Visual Bible on June 20, 2000
         pursuant to a stock exchange agreement (the
         "Visual Entertainment Exchange Agreement") and
         also to reflect the merger (the "Visual Bible
         Guardian Merger") of Visual Bible with Guardian
         Productions, LLC. ("Guardian") which occurred on
         July 14, 2000, and has been retroactively restated
         within these financial statements.  The Visual
         Bible Guardian Merger has been accounted for in
         accordance with the accounting treatment required
         in a reverse merger whereby Visual Bible has been
         deemed the acquirer for accounting and financial
         reporting purposes.  The historical financial
         statements presented herein are the restated
         financial statements of Visual Bible including its
         consolidated subsidiary Visual Entertainment
         restated to reflect the Visual Bible Guardian
         Merger as if that merger took place at the
         beginning of such periods with the financial
         statements of American Uranium being included as
         discontinued operations from the date of the
         Visual Bible Exchange Transaction.

         In connection with the Visual Entertainment
         Exchange Transaction, Visual Entertainment entered
         into redemption agreements with all of its
         shareholders, but one, and repurchased their
         shares through the issuance of notes payable
         totaling $549,995, a portion of which notes in the
         amount of $369,995 were convertible by the Company
         into its common stock.

         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 23, 2001.  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, 2001.

         Reverse Stock Split

         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").  All share
         and per-share amounts in the accompanying
         consolidated financial statements have been
         restated to give effect to the 1 for 2 reverse
         stock split.

         Earnings (Loss) per Share

         Earnings (loss) per share are based on the
         weighted average number of common shares
         outstanding including common stock equivalents.
         For the periods reported within these consolidated
         financial statements all prior period financial
         statements have been restated as if the Visual
         Bible Exchange Transaction, the Visual
         Entertainment Exchange Transaction and the Visual
         Bible Guardian Merger took place at the beginning
         of such periods.  Earnings (loss) per share have
         been restated to reflect this accounting
         treatment, and the Combination that has been
         retroactively restated.

         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

         The Company was not able to conclude the financing
         to complete the production of the book of Mark and
         therefore indefinitely suspended the production
         during June.  Accordingly, approximately
         $3,500,000 was written-off associated with this
         production during the quarter.  In anticipation of
         the Company having the ability to complete the
         production financing, it has utilized
         substantially all of its working capital to
         finance production activities and, in addition,
         incurred substantial additional liabilities.  The
         Company, in a seriously deficient cash position,
         has defaulted on the payment of certain of its
         obligations.

         Certain shareholders owning 6,375,000 shares of
         the Company's common stock after giving effect to
         the Combination are 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

         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 8,250,000 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 25,000,000 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 will bear interest at six (6%) per annum
         on the amounts outstanding from time to time and
         will be due on April 1, 2002.  As of June 30,
         2001, Pan Zone has loaned over $3,500,000 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.

         Prior to any of the foregoing described actions,
         Pan Zone owned 500,000 shares of the Company's
         common stock.  As of June 30, 2001, the Company
         has 68,369,356 shares outstanding, and Pan Zone
         owns and/or controls 33,750,000 (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 a result of the Company's ability to revise the
         Initial Pan Zone Loan and to conclude the Second
         Pan Zone Loan, the Company has initially
         stabilized their operations; however, additional
         capital is required to pay and/or bring current
         all of their outstanding obligations.  Management
         does anticipate proceeds from sales advances
         related to a new distributor, but the timing and
         ultimate ability to secure this agreement cannot
         be defined nor assured.  The Company is also
         currently seeking capital to satisfy current
         obligations, for working capital and to enable
         them to begin a new production of a book of the
         Bible..  The Company has identified potential
         sources of this funding, but at the present time
         no commitments have been finalized.

         4. DISTRIBUTION  AND SETTLEMENT AGREEMENT

         On January 1, 1998, Visual Entertainment entered
         into a contractual relationship with a fulfillment
         service company and a related sales organization,
         Visual Fulfillment Services, Inc. and its related
         company CELA Distribution Services, Inc. (together
         referred to as "CELA").  CELA provided sales and
         fulfillment services which included, but were not
         limited to, making or receiving sales calls,
         carrying inventory, shipping products, issuing
         invoices, managing and collecting receivables,
         remitting collections (net of their fees) to the
         Company, providing customer relations and
         communications, and providing sales, collection
         and receivable information to the Company.  As a
         result of these contractual relationships, the
         Company carried a minimal amount of inventory
         since 1998.  On June 30, 2000, the Company gave
         written notice to terminate the relationship and
         in accordance with the contract, both parties'
         contractual obligations effectively terminated as
         of September 30, 2000.  Under a request by the
         Company, CELA continued to provide these services
         for the remainder of 2000 as both the Company and
         CELA continued to negotiate a final settlement for
         services rendered and to be rendered during the
         fourth quarter and for reimbursements of costs
         incurred by CELA prior to the termination.

         On March 15, 2001, the Company and CELA entered
         into a final settlement agreement which allowed
         CELA to retain all cash received in the fourth
         quarter of 2000 and all outstanding receivables
         due from third party customers with the exception
         of monies due from Stewart House Publishing, Inc.
         and Nest Entertainment Inc. totaling approximately
         $465,000.  The total amount of the settlement of
         approximately $746,000 is reflected in the
         accompanying consolidated statement of operations
         as an expense of continuing operations. In
         addition, the Company agreed to purchase from CELA
         all products returned by customers subsequent to
         December 31, 2000 at the wholesale price, up to
         the first $700,000 of returns.  Additional returns
         will be purchased at the actual manufacturing
         cost.   In addition, CELA will retain the proceeds
         of the $465,000 ultimately paid by Stewart House
         Publishing, Inc. and Nest Entertainment Inc. to be
         applied against such returns.  The Company has
         provided a reserve for these returns of
         approximately $465,000.

         Additionally, in connection with the settlement
         agreement, the Company purchased existing
         inventory in March 2001 for  $209,778.    To fund
         this purchase, the Company entered into a note
         payable with a bank.  The note is at 8.50%
         interest and is due on September 18, 2001.  The
         outstanding balance of this loan at June 30, 2001
         is $194,658.

         5.  COMMITMENTS AND CONTINGENCIES

         Legal

         Legal proceedings have been threatened by a
         certain production company against the Company in
         which the plaintiff is seeking damages of
         non-payment of an $800,000 promissory note plus
         other costs incurred by the plaintiff on behalf of
         the Company.  The Company has reached a settlement
         for payment in the amount of $1,700,000 payable in
         four installments, the first in the amount of
         $200,000 due upon the execution of such settlement
         agreement dated April 26, 2001, the second in the
         amount of $750,000 payable on or before May 4,
         2001, the third in the amount of $500,000 payable
         on or before May 18, 2001 and the final payment in
         the amount of $250,000 payable June 15, 2001.  In
         consideration for the $1,700,000 the plaintiff
         assumes a third party liability of approximately
         $636,000, which will be paid from the proceeds of
         the $1,700,000.  As of the date of this report,
         the Company has made payments totaling $1,210,000.

         Legal proceedings have been filed with the U.S.
         District Court of Texas, the U.S. District Court
         of California and Fovarosi Court in Hungary by the
         Company, its subsidiaries and a related affiliate
         against several related productions entities in
         which the Company seeks damages for infringements
         of certain product distribution rights within
         Canada, U.S. and Europe.  The Company believes a
         compromise and settlement has been reached with
         all parties as of February 14, 2001.  As such the
         defendant agrees to transfer and relinquish to the
         Company all rights and privileges of distribution
         held by the defendant in the U.S. and Canada as
         set forth in a license agreement dated December
         22, 1999, in exchange for which the Company agrees
         to pay the sum of $13,000 per month for a period
         of twenty-nine years commencing March 1, 2001 and
         ending February 1, 2030.  In addition, the
         defendant agrees to transfer all rights and
         privileges of distribution held by the defendant
         in Europe as set forth in a license agreement
         dated February 10, 2000, in exchange for which the
         Company agrees to pay 5% of the gross wholesale
         price which the Company charges its European
         distributor(s) for all related products sold
         between March 1, 2001 and December 1, 2029.  In
         the event of a breach of these settlement
         conditions by the Company, the ownership of these
         rights and privileges are to be determined by an
         appropriate court.  As further settlement, the
         parties agreed to and have entered into certain
         other distribution agreements for new products in
         which the Company has agreed to pay the sum of
         $12,000 per month beginning March 1, 2001 and
         continuing monthly thereafter on or before the 1st
         day of each month until such time the Company has
         fulfilled its minimum purchase requirement of
         $9,000,000.  In addition, the Company agrees to
         purchase 200,000 DVD units of "Matthew" production
         at a per unit price of $8.00.  The units are
         required to be purchased over a period commencing
         March 10, 2001 through February 2002, with various
         purchase and payment terms.  Under the
         distribution agreement the Company will purchase
         170,000 units and 30,000 units during each of the
         years ended December 31, 2001 and 2002,
         respectively.  In consideration for this
         compromise and settlement the Company agrees to
         reimburse the defendant parties for legal fees and
         costs incurred by them in connection with this
         legal proceeding up to and limited to $180,000 and
         that such reimbursement shall be paid in twelve
         equal monthly installment of $15,000 each
         commencing March 1, 2001.  As of June 30, 2001,
         the Company had complied with all provisions and
         payments of the previously mentioned settlement
         agreement.  On June 27, 2001, the defendant filed
         a counter claim against the Company related to old
         legal proceedings and accordingly, all payments to
         the defendant have been suspended beginning in
         July until such time as resolution can be reached
         on this matter.

         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").  After
         giving effect to the combination, the Company had
         11,720,854 shares of common stock issued and
         outstanding at December 31, 2000.

         All references to common stock issued and
         outstanding within these financial statements have
         been retroactively restated to reflect the
         combination of shares that occurred on April 16,
         2001.

         On August 7, 2000 American Uranium and Visual
         Bible completed the Visual Bible Exchange
         Transaction.  Under the terms of the Visual Bible
         Exchange Agreement, one share of American Uranium
         common stock was issued and exchanged for each one
         share of common stock of Visual Bible outstanding,
         thereby giving the stockholders of Visual Bible
         controlling interest in American Uranium.  Shortly
         thereafter, American Uranium changed its name to
         Visual Bible International, Inc.

         The Visual Bible Exchange Transaction was
         accounted for as a purchase.  However, since the
         stockholders of Visual Bible owned approximately
         58% of the outstanding shares of Visual Bible
         International, and therefore control Visual bible
         International, they will be deemed to be the
         acquirer and no step up in basis will be reflected
         and no goodwill will be recorded by the Company.
         This accounting treatment is in accordance with
         the view of the staff of the Securities and
         Exchange Commission that the acquisition by a
         public shell of assets of a business from a
         private company for a significant number of shares
         should be accounted for at historical costs and
         accounted for as a reverse merger.

         In connection with the aforementioned transaction,
         the Company issued 6,375,000 shares of its common
         stock in connection with its acquisition of Visual
         Bible and issued 4,529,130 shares of its common
         stock in connection with the reverse merger with
         American Uranium resulting in 10,904,131 shares
         outstanding after these transactions.  The Company
         made such issuances in reliance upon Section 4 (2)
         of the Securities Act of 1933, as amended.

         During the third quarter of the 2000 fiscal year,
         the Company issued 300,000 shares of common stock
         to four Non-U.S. Person purchasers thereof without
         registration under the Securities Act of 1933, as
         amended in reliance upon Regulation S promulgated
         there under for net aggregate consideration of
         approximately $2,850,000 after aggregate placement
         fees of approximately $150,000 ("Offering One").
         The Company agreed to file a registration
         statement on an appropriate form as to all of the
         shares sold in Offering One on behalf of the
         holders of such shares.

         Also, during the third quarter of 2000 fiscal
         year, the Company commenced an offering of up to
         750,000 shares of their common stock to Non-U.S.
         Persons ("Offering Two") without registration
         under the Securities Act of 1933, as amended in
         reliance upon Regulation S promulgated there
         under.  During September and October 2000, in
         connection with Offering Two, the Company issued
         364,750 shares of common stock for net aggregate
         consideration of approximately $4,733,705 after
         placement fees of approximately $372,795.  The
         Company agreed to file a registration statement on
         an appropriate form as to all of the shares sold
         in Offering Two on behalf of the holders of such
         shares.

         On November 21, 2000 the Company exercised its
         conversion privileges contained in the convertible
         promissory notes dated December 16, 1999 and May
         10, 2000 and issued 151,973 shares of its common
         stock valued at $2,042,522, the original principal
         balance of the convertible promissory notes.  The
         balance of those notes on November 21, 2000 was
         $1,670,462 and, therefore, the Company recorded a
         receivable of $372,060 that has been included in
         the classification receivables from stockholders
         as a contra equity account within the
         stockholders' equity (deficit) section of the
         Balance Sheet.  Included as a part of the 151,973
         shares issued are 6696 shares that the Company
         issued, based upon the principal balance of the
         convertible note of $45,000, to the holder of the
         convertible note that had been repaid by the
         Company.  Such amount has been included as a
         receivable from stockholders.  The Company intends
         to seek repayment of these amounts or will attempt
         to rescind the issuance of any excess common stock
         issued to these stockholders.

         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 March 21, 2001, the Company, in settlement of
         potential claims for failing to timely register
         the shares sold pursuant to Offering One and
         Offering Two, issued 128,571 and 364,750 shares of
         its common stock to the holders of the 300,000 and
         364,750 shares of common stock issued in
         connection with Offering One and Offering Two.

         On June 19, 2001, pursuant to a resolution dated
         March 21, 2001, the Company issued 380,000 shares
         of its common stock in settlement of amounts due
         from the Company to Anthony Maniaci, Trustee.  The
         Company recorded an expense totaling $95,000
         related to the fair value of the shares issued.

         On June 19, 2001, pursuant to a resolution dated
         March 21, 2001, the Company issued 8,250,000
         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 25,000,000
         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 1,200,000 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 3,000,000 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 3,000,000 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 12,600,000
         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 2,500,000 shares
         of its common stock to John Hamilton in settlement
         of disputed amounts owed him by the Company in
         excess of  $2,000,000.




         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.  Any potential investor reviewing this
         report is advised to review the "Additional
         Cautionary Statements" section below for more
         information about risks that could affect our
         financial results.

         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 statement included elsewhere in
         this report.

                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.

                On August 7, 2000, we completed a stock
         exchange transaction (the "Exchange Transaction")
         with Visual Bible, Inc., a Florida corporation
         ("Visual Bible"), the result of which made Visual
         Bible our wholly owned subsidiary and gave the
         stockholders of Visual Bible controlling interest
         in us.  Also on August 7, 2000 we changed our name
         to Visual Bible International, Inc.  Prior to the
         Exchange Transaction, we had limited operations
         and were looking to consummate a business
         combination with another company which had
         operations.  For accounting purposes, the Exchange
         Transaction was treated as Visual Bible acquiring
         us, and hence for accounting purposes was treated
         as a reverse merger. For this Management's
         Discussion section, references to "us" and "we"
         refer to the operations of Visual Bible.

                Our primary strengths are our exclusive
         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 believe that we face no direct
         competitors for our core product, The Visual
         Bible. Because of the intellectual property rights
         discussed above, we believe we have protected our
         position as the world's only word-for-word visual
         Bible.

                We intend to leverage our intellectual
         property rights in faith-based, audio-visual
         products by building a global distribution system.
         Past distribution of products have been primarily
         focused on the traditional Christian marketplace.
         We believe that the opportunity now exists to take
         The Visual Bible into the mainstream domestic
         marketplace and simultaneously into the much
         larger global marketplace where the sales
         potential is enormous.

                At present, we have entered into
         distribution agreements with two major
         distributors, Thomas Nelson, Inc. and the Columbia
         House Company. Thomas Nelson has the exclusive
         license to distribute videos through the Christian
         Booksellers Association and the church markets,
         and negotiations are underway with Thomas Nelson
         to broaden the scope of our distribution
         agreement. Columbia House is our distributor to
         the direct response market and is expected to
         include our products in mailings that reach
         approximately 5 million households. During the
         second quarter of 2000, we mutually agreed with
         Stewart House Publishing, Inc. to conclude our
         distribution agreement. Stewart House had
         previously distributed our products to the general
         or mass market in the United States and Canada. To
         date, we have not executed a formal termination
         agreement with Stewart House; however, we are
         confident that we will finalize our negotiations
         in the near future. In addition to these North
         American distributors, we are continuing to pursue
         strategic relationships with the United Bible
         Societies that would allow mass distribution on a
         global basis.

         Results of Operations

                Because of two new distribution agreements
         executed during the first quarter of 2001,
         comparisons between the three months and six
         months ended June 30 of 2001 and 2000 are
         difficult to analyze. For example, the new
         distribution agreements provide for royalty
         payments and thereby have no associated cost of
         goods sold. In prior years, sales were recorded on
         a gross basis in accordance with the distribution
         agreements in place at the time. We believe the
         gross profit balances provide the best measure for
         comparative purposes for all periods presented.
         Gross profit is higher in the second quarter of
         2001 compared to the first quarter due to several
         shipments of inventory that were late in arriving
         to one of our distributors and were recorded as
         sales when shipped to retailers during April.
         Gross profit is lower for the six months ended
         2001 compared to the same period in 2000 due to
         changes in distributors and manufacturers that
         occurred during the first quarter of 2001. Over
         time, these new distributors should increase sales
         of product compared to similar periods in prior
         years.

                During June, 2001, the Company indefinitely
         suspended the production of the book of Mark.
         Because of the uncertainties involved in the
         ultimate completion of this production utilizing
         the same actors and the existing footage, it was
         determined to write-off the remaining costs
         previously capitalized, including some additional
         costs incurred during the quarter.

                On June 19 and June 28, the Company issued
         55,930,000 shares of its common stock.  In
         connection with those transactions the Company
         recorded an expense totaling $13,057,500
         associated with the fair value of its common stock
         at the date of issuance.

                Selling, general, and administrative
         expenses did not vary significantly for the three
         months and the six months ended June 30, 2001
         compared to the same periods in 2000; however, the
         purposes of the expenditures were vastly different
         for both years. For the six months ended June 30,
         2001, a significant portion of the costs incurred
         by the Company related to the reorganization,
         transition, and move of the Company to Nashville,
         Tennessee. During the same period in 2000, the
         Company was in a state of growth and was gearing
         up to begin the production of the book of Mark. As
         evidence of these two different stages of
         operation is the number of personnel. At June 30,
         2001, we had less than ten (10) employees; while
         at June 30, 2000, there were more than twenty (20)
         employees and consultants.

         Liquidity and Capital Resources

                At June 30, 2001, we had $104,000 in cash
         and cash equivalents and a working capital deficit
         of $9,381,000.  The primary sources of liquidity
         to meet our obligations during the six months
         ended June 30, 2001 were provided by loans from
         related parties totaling over $2,700,000, which
         are more fully discussed in Note 3 to the
         financial statements.

                Net cash provided by operating activities
         was $22,000 for the first six months of 2001.
         Inventories increased by a gross amount of
         $1,630,000 during the first two quarters and were
         financed principally by the manufacturers of the
         products, which is reflected by the increase in
         accounts payable of $1,727,000. Deferred revenue
         decreased by $124,000 relating to royalty income
         on product sales.

                For the remainder of fiscal 2001, we
         anticipate cash needs of approximately $12.5
         million, consisting of $1.5 million for
         operations, $6 million relating to reductions in
         accounts and notes payable, and $5 million to
         begin production on a new book of the Bible. We
         expect these cash needs to be funded by the sales
         of our existing product through our distributor
         network, and by the sale of our common stock
         through private placements. Additionally, to fund
         a new production of the Bible, we are pursuing
         investments from entities and foundations that are
         interested in receiving rights to royalties
         associated with the sale of the video and/or
         broadcast and theatrical rights.


         PART II.  OTHER INFORMATION

                ITEM 1.        LEGAL PROCEEDINGS.

                        As previously reported in our Form
                        10KSB for the year ended December
                        31, 2000, we instituted legal
                        proceedings in the U.S. District
                        Court of Texas (the "Texas
                        Matter"), the U.S. District Court
                        of the Central District of
                        California under case number SACV
                        0076 (AHS)(the "California Matter")
                        and Fovarosi Court in Hungary (the
                        "Hungary Matter") against GNN
                        International Corporation, Attila
                        Balla and Visual Bible LLC (the
                        "Defendants") where we sought,
                        among other things, damages for
                        copyright infringement and
                        injunctive relief in connection
                        with our products.  We believed
                        that a compromise and settlement
                        agreement had been reached with the
                        Defendants as to all matters as of
                        February 14, 2001.  On June 27,
                        2001 Defendants repudiated the
                        settlement agreement, and in
                        connection with the California
                        Matter filed an answer and a
                        counterclaim for copyright
                        infringement, injunctive relief,
                        interference with contractual
                        relations, interference with
                        prospective economic advantage and
                        declaratory relief.  On July 30,
                        2001, in response to the answer and
                        counterclaim filed by Defendants we
                        filed a reply and counter and cross
                        claims against the Defendant
                        seeking, among other things,
                        copyright infringement, declaratory
                        judgment, trade libel, slander of
                        title, unfair business practices,
                        intentional interference with
                        prospective economic advantage,
                        negligent interference with
                        prospective economic advantage and
                        interference with contract.

                        On June 14, 2001, legal proceedings
                        were filed in the Chancery Court of
                        Williamson County, Tennessee by
                        MediaEdge, Inc. against us.  In
                        connection with such matter, the
                        plaintiff makes a demand in the
                        amount of $61,893.38 plus interest
                        and costs.  We believe that we have
                        reasonable defenses to such
                        proceedings, and we hope to
                        negotiate a settlement with the
                        plaintiff so that we can avoid
                        further costs and expenses
                        associated with the proceeding.

                        On June 25, 2001, legal proceedings
                        were filed in the Circuit Court for
                        Davidson County, Tennessee at
                        Nashville by Naomi Strasser d/b/a
                        Aerial Publicity & Promotion
                        against us.  In connection with
                        such matter, the plaintiff makes a
                        demand to enforce a judgement
                        obtained by Plaintiff in the
                        Ontario (Canada) Superior Court of
                        Justice on March 13, 2001 in the
                        amount of Cdn$89,296.60.  We
                        believe that we have reasonable
                        defenses to such  proceedings, but
                        we hope to negotiate a settlement
                        with the plaintiff so that we can
                        avoid further costs and expenses
                        associated with the proceeding.

                        On July 16, 2001, legal proceedings
                        were filed in the Supreme Court of
                        the State of New York by Warren
                        Zenna against us.  In connection
                        with such matter, the plaintiff
                        makes a demand for damages of
                        $39,088.31 plus interest and costs.
                         We believe that plaintiffs demands
                        are without merit and that we have
                        defenses to such demands, and we
                        expect to defend such proceedings.

                ITEM 2.        CHANGES IN SECURITIES.


                a).  Not Applicable.

                b).  Not Applicable.

                c).

                        On June 19, 2001 pursuant to a
                        resolution dated March 21, 2001, we
                        issued 8,250,000 shares of our
                        common stock without registration
                        under the Securities Act of 1933,
                        as amended (the "Act") in reliance
                        upon the exemption provided by
                        section 4(2) thereunder in
                        consideration of a loan extension
                        and a reduction of interest rate on
                        past due loans and advances
                        outstanding from us to Pan Zone Co.
                        Ltd. as of December 31, 2000 in the
                        amount of $825,000.

                        On June 19, 2001 pursuant to a
                        resolution dated March 21, 2001, we
                        issued 25,000,000 shares of our
                        common stock without registration
                        under the Act in reliance upon the
                        exemption provided by section 4(2)
                        thereunder in consideration of one
                        (1) year three (3%) percent
                        unsecured loans extended by Pan
                        Zone in excess of $3,695,000.

                        On June 19, 2001 pursuant to a
                        resolution dated March 21, 2001, we
                        issued 380,000 shares of our common
                        stock to Anthony Maniaci, Trustee
                        without registration under the Act
                        in reliance upon the exemption
                        provided by section 4(2) thereunder
                        in settlement of amounts that may
                        have been due from us.

                        On June 28, 2001 pursuant to a
                        resolution dated June 27, 2001, we
                        sold 1,200,000 shares of our common
                        stock to  six (6) Non U.S Person
                        purchasers thereof without
                        registration under the Act in
                        reliance upon the exemption
                        provided by Regulation S thereunder
                        for aggregate consideration of
                        $300,000.  We paid aggregate
                        placement fees of approximately
                        $15,000.00 in connection with such
                        sale.

                        On June 28, 2001 pursuant to a
                        resolution dated June 27, 2001, we
                        issued 3,000,000 shares of our
                        common stock without registration
                        under the Act in reliance upon the
                        exemption provided by section 4(2)
                        thereunder in consideration of a
                        one (1)year three percent (3%)
                        unsecured loan extended by Paul
                        Wong to us in the amount of $500,000.

                        On June 28, 2001 pursuant to a
                        resolution dated June 27, 2001, we
                        issued 3,000,000 shares of our
                        common stock without registration
                        under the Act in reliance upon the
                        exemption provided by section 4(2)
                        thereunder in consideration of a
                        one (1) year three percent (3%)
                        unsecured loan extended by Cerro
                        Capital Alliance to us in the
                        amount of $500,000.

                        On June 28, 2001 pursuant to a
                        resolution dated June 27, 2001, we
                        issued 12,600,000 shares of our
                        common stock without registration
                        under the Act in reliance upon the
                        exemption provided by section 4(2)
                        thereunder to nine (9)of our
                        employees and consultants in
                        consideration of past performance
                        and in order to retain the services
                        of such parties for the future.

                        On June 28, 2001 pursuant to a
                        resolution dated June 27, 2001, we
                        issued 2,500,000 shares of our
                        common stock to John Hamilton
                        without registration under the Act
                        in reliance upon the exemption
                        provided by section 4(2) thereunder
                        in settlement of disputed amounts
                        in excess of $2,100,000 claimed by
                        John Hamilton as due from us.

                Each of the parties to whom securities were
         issued in connection foregoing, made an informed
         investment decision based upon negotiation with
         the with us and was provided with access to
         material information regarding us, and in certain
         cases, were non U.S. Persons.  We believe that all
         parties that acquired our securities in connection
         with the foregoing had knowledge and experience in
         financial matters such that they were capable of
         evaluating the merits and risks of acquisition of
         our securities.  All certificates representing the
         shares issued pursuant to the foregoing  bear an
         appropriate legend restricting the transfer of
         such shares, except in accordance with the
         requirements of the Act.

                d).  Not Applicable.

                ITEM 3.        DEFAULTS UPON SENIOR
                               SECURITIES.  Not Applicable.

                ITEM 4.        SUBMISSION OF MATTERS TO A
                               VOTE OF SECURITY HOLDERS.
                               Not Applicable

                ITEM 5.        OTHER INFORMATION. Not
                               Applicable

                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)

         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)
         </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 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 on May 23,
         2001 and incorporated herein by reference.

                (b)     Reports on Form 8-K. On April 12,
                        2001 we filed a report on Form 8-K
                        reporting on items 1 and 5.


                                  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: 08/24/01              By:/s/Doug J. McKenzie
                                     Doug J. McKenzie, Chief Executive Officer


         Date: 08/24/01              By:/s/ James G. Petway, Jr.
                                     James G. Petway, Jr., Principal Financial
                                     Officer