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, 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 Jurisdiction   (IRS Employer Identification
       of Incorporation)        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
May 21, 2001, there were 12,439,356 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


Part I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

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

(b)  Consolidated Statements of Operations for the   2
three month periods ended 3/31/01 and 3/31/00

(c)  Consolidated Statements of Cash Flows for the   3
three month periods ended 3/31/01 and 3/31/00

(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


<PAGE>


Item 1.   Financial Statements.

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

                                                            March 31,       December 31,
                                                              2001             2000
                                                           ---------         ---------
ASSETS                                                     (Unaudited)       (Audited)

Current Assets:
 Cash and cash equivalents                                  $256,609           $63,445
 Accounts receivable, net                                     62,183            10,655
 Inventories                                                 637,461            29,391
 Due from related parties, net                                     -                 -
 Prepaids and other current assets                            67,010            65,774
                                                           ---------         ---------
      Total Current Assets                                 1,023,263           169,265


Film Costs                                                 2,784,353         2,784,353
Property and Equipment, Net of Accumulated
 Depreciation                                                 19,250            21,000
Intangible Assets, Net of Accumulated
 Amortization                                              1,343,494         1,414,494
Other Assets                                                  73,303            73,303
                                                           ---------         ---------
      Total Assets                                        $5,243,663        $4,462,415
                                                           =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
 Current portion of notes payable                         $1,533,953        $1,324,175
 Accounts payable and accrued expenses                     3,689,010         3,202,025
 Deferred revenue                                            727,407           600,000
 Due to related parties                                    4,382,224         3,482,230
                                                           ---------         ---------
      Total Current Liabilities                           10,332,594         8,608,430



Long-Term Portion of Notes Payable                           250,000           250,000
Deferred Income Taxes                                              -                 -
                                                           ---------         ---------
      Total Liabilities                                   10,582,594         8,858,430
                                                           ---------         ---------
Commitments and Contingencies

Stockholders' Equity (Deficit):
 Preferred stock, 25,000,000 authorized $.001
   par value, -0- issued and outstanding for 2000                  -                 -
 Common stock, 75,000,000 authorized $.001 par value,
   12,439,356 issued and outstanding at March 31, 2001
   and 11,720,854 at December 31, 2000                        12,214            11,721
 Additional paid-in capital                                9,105,885         9,105,885
 Receivables from stockholders                             (417,060)         (417,060)
 Retained earnings (deficit)                            (14,039,970)      (13,096,561)
                                                           ---------         ---------
     Total Stockholders' Equity (Deficit)                (5,338,931)       (4,396,015)
                                                           ---------         ---------
     Total Liabilities and Stockholders' Equity (Deficit) $5,243,663        $4,462,415
                                                           =========         =========

</TABLE>


<PAGE>



<TABLE>
<S>                                                         <C>              <C>
VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              For the Three Months
                                                               Ended March 31,
                                                         ----------------------------
                                                             2001             2000*

Sales:                                                   -----------      -----------
  Royalty income                                            $112,593     $          -
  Product sales                                               55,672          914,350
                                                         -----------      -----------
      Total Sales                                            168,265          914,350

Cost of Goods Sold                                             7,988          353,845
                                                         -----------      -----------

Gross Profit                                                 160,277          560,505
                                                         -----------      -----------

Costs and Expenses:
   Selling, general and administrative                     1,103,686          805,448
                                                         -----------      -----------
                                                           1,103,686          805,448
                                                         -----------      -----------

Income (Loss) from Operations                              (943,409)        (244,943)

Other Income (Expenses)                                            -          (6,691)
                                                         -----------      -----------

Net Income (Loss) before Income Taxes                      (943,409)        (251,634)

Provision (Credit) for Income Taxes                                -         (70,727)
                                                         -----------      -----------

Net Income (Loss)                                         $(943,409)       $(180,907)
                                                         ===========      ===========

Income (Loss) Per Share:
  Basic and diluted income (loss) per share                  $(0.08)          $(0.02)
                                                         ===========      ===========

Basic and diluted common shares outstanding               11,775,668       10,904,131
                                                         ===========      ===========


</TABLE>

*Restated.


<PAGE>


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

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                For the Three Months Ended
                                                                          March 31,
                                                                --------------------------
                                                                   2001            2000*
                                                                ----------      ----------


Cash Flows from Operating Activities:
   Net  income (loss)                                        $(943,409)          $(180,907)
   Adjustments to reconcile net income (loss)
     to net cash (used in) provided by operating
     activities:
        Depreciation and amortization                            72,750              96,560
        Deferred income taxes                                         -            (70,727)
   Change in operating assets and liabilities:
      Accounts receivable                                      (51,528)             156,371
      Inventories                                             (608,070)                   -
      Due to/from related parties                               899,994            (95,814)
      Prepaid expenses and other current assets                 (1,236)            (14,553)
      Accounts payable                                          487,478                   -
      Deferred revenues                                         127,407             155,969
                                                               --------            --------
       Net cash (used in) provided by
            operating activities                               (16,614)              46,899
                                                               --------            --------
Cash Flows from Investing Activities:
   Acquisition of property and equipment                              -            (10,069)
                                                               --------            --------
       Net cash used in investing activities                          -            (10,069)
                                                               --------            --------
Cash Flows from Financing Activities:
   Payment of notes payable                                           -            (49,389)
   Proceeds from note payable financing                         209,778                   -
                                                               --------            --------
     Net cash provided by (used in) financing activities        209,778            (49,389)
                                                               --------            --------

Net (Decrease) Increase in Cash                                 193,164            (12,559)

Cash and cash equivalents, beginning of period                   63,445              75,345
                                                               --------            --------
Cash and cash equivalents, end of period                       $256,609             $62,786
                                                               ========            ========

</TABLE>

*Restated


<PAGE>



              VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MARCH 31, 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 and is
         currently preparing to recommence production in Morocco
         of the feature film of the book of Mark.

         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 has not yet been able to conclude
         production financing to complete the production of the
         book of Mark.  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 more than fifty-one percent (51%) 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 April 4, 2001, Pan Zone
         has advanced approximately $1,600,000 to the Company
         and the Company expects to issue 16,000,000 shares of
         the Company's common stock to Pan Zone immediately
         subsequent to the effective date of the Combination.
         Likewise, the Company expects that Pan Zone will loan
         an additional $900,000, and in such event the Company
         will issue Pan Zone an additional 9,000,000 shares of
         the Company's common stock.

         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.  After giving effect to the Combination, the
         Assignment, the issuance of the Initial Pan Zone Loan
         Shares and the issuance of all of the Second Pan Zone
         Loan Shares, the Company will have approximately
         45,689,175 shares outstanding, and Pan Zone will own
         and/or control 40,125,000 (approximately 88%) 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
         financing of the Company's inventory and accounts
         receivable, but the timing and ultimate ability to
         secure these funds cannot be defined nor assured.  The
         Company is also currently seeking capital to enable
         them to continue and complete the production of Mark.
         The Company has identified potential sources of
         production financing, 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 accordance with the
         settlement, the Company is required to make a payment
         of $200,000 by way of a letter of credit to be applied
         against such returns.  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 8.5% interest and is payable in 90 days.

         5.  COMMITMENTS AND CONTINGENCIES

         Legal

         Legal proceedings have been filed with the District
         Court of Texas by a former officer and stockholder of
         Visual Entertainment against the Company in which the
         plaintiff is claiming damages from a default in payment
         of a promissory note.  The note, which was issued as of
         December 13, 1999, was initially payable in 24
         consecutive monthly installments of $7,500 each, with
         the first installment due on April 30, 2000.  The
         Company filed an answer and discovery, and the Company
         believes a settlement has been reached.  This
         settlement is reflected in the Company's financial
         statements as of December 31, 2000.

         Legal proceedings have been filed with the Supreme
         Court of New York by a certain production company
         against the Company.  In connection with such matter,
         the plaintiff makes a demand for damages of non-payment
         in excess of $126,250.  The Company has reached a
         settlement for payment of $126,250, in two installments
         of $48,125 due April 9, 2001 and April 19, 2001 and a
         third and final installment of $30,000 is due May 3,
         2001 payable in escrow and released only upon certain
         services due from the plaintiff to the Company being
         received.  The settlement of the $126,250 has been
         reflected within the Company's December 31, 2000
         financial statements and is included within film costs
         and accounts payable and accrued expenses.

         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 each of the two
         installments payments due April 26, 2001 and May 4,
         2001.

         Legal proceedings were threatened by a note payable
         holder against the Company for default of payment in
         which the plaintiff seeks to collect damages for
         non-payment of approximately $168,000.  The Company
         reached a settlement for payment of the note in three
         installments due April 6, 2001, April 20, 2001 and
         April 27, 2001, the total of which is reflected in the
         accompanying consolidated balance sheet under current
         portion of notes payable.  As of the date of this
         report all payments have been made in full.

         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.
         Other

         During July 2000 and later amended in August 2000,
         Visual Entertainment entered into a sales agency
         agreement related to a children's animated series
         production.  One of the terms stipulated in the
         agreement called for a distribution advance totaling
         $1,000,000 to be paid by Visual Entertainment beginning
         in 2001.  The current board and management of the
         Company have only recently become aware of this
         potential obligation and are currently reviewing the
         options of the Company regarding performance under the
         agreement.

         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 thereunder 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.  (See Other Subsequent Events
         Note 13).

         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 thereunder.  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.
         (See Other Subsequent Events Note 13).

         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 March 21, 2001, the Company authorized the issuance
         of up to 3,000,000 shares of its common stock in
         settlement of amounts that may be due from the Company
         to related parties on the basis of one share for each
         $1 of debt outstanding.  The Company has yet issued any
         of such shares.

         On March 21, 2001, the Company also authorized the
         issuance of up to 8,250,000 shares of its common stock
         in consideration of a loan extension and a reduction of
         interest rate on the past due note of $250,000 and past
         due loans and advances of approximately $550,000
         (aggregate past due amounts of approximately $800,000)
         outstanding from the Company to Pan Zone as of December
         31, 2000.

         On March 21, 2001, the Company also authorized the
         issuance of not more than 25,000,000 shares of its
         common stock for additional loans extended and to be
         extended by Pan Zone in an amount of 10 shares for each
         $1 loaned to the Company by Pan Zone.


<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 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, and we expect to shortly
recommence production of the book of Mark in Morocco.

     On August 7, 2000, our wholly owned subsidiary, American
Uranium, Inc., merged into Visual Bible, Inc., a Florida corporation
(the "Merger").  Prior to the Merger, we had limited operations and
were looking to consummate a business combination with another
company which had operations.  As a result of the Merger, Visual
Bible, Inc., the Florida corporation, became our wholly owned
subsidiary, and the shareholders of the Florida corporation received
51% of our outstanding common stock.  On August 7, 2000, we changed
our name from American Uranium, Inc. to Visual Bible International,
Inc.  For accounting purposes, the Merger was treated as Visual
Bible, Inc. acquiring American Uranium, Inc., and hence for this
Management's Discussion section and accounting purposes, 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, New International Version, Contemporary English Version
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
three major distributors, Stewart House Publishing, Inc., Thomas
Nelson, Inc. and the Columbia House Company.  Stewart House will
distribute our products to the general or mass market in the United
States and Canada.  Thomas Nelson has the exclusive license to
distribute videos through the Christian Booksellers Association and
the church markets.  Columbia House is our distributor to the direct
response market and is expected to to include our products in
mailings that reach approximately 5 million households.  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

     Net sales for the first three months of 2001 totaled $168,000
compared to $914,000 for 2000.  During the first quarter of 2001, we
changed distributors and negotiated agreements with two
manufacturers.  As a result of these changes a limited amount of
product was sold for the three months ended March 31, 2001.  Gross
profit is higher in the first quarter of 2001 compared to 2000,
primarily as a result of one of the new distribution agreements that
provides for royalty payments versus payments relating to gross sales.

     Selling, general and administrative expenses are higher in the
first quarter of 2001 compared to 2000 resulting from continued
costs relating to the reorganization and transition of the Company
to Nashville, Tennessee.  Many of these costs will continue for the
remainder of the year.

Liquidity and Capital Resources

     At March 31, 2001, we had $257,000 in cash and cash equivalents
and a working capital deficit of $3,230,000.  The primary sources of
liquidity to meet our obligations during the three months ended
March 31, 2001 were provided by loans from related parties totaling
$900,000, which are more fully discussed in Note 3 to the financial
statements.

     Net cash used in operating activities was $17,000 for the first
three months of 2001.  Inventories increased by $608,000 for the
quarter and were financed by a note payable to a bank of $210,000
and an increase in accounts payable.  Deferred revenues increased at
March 31, 2001, principally due to additional advances received
totaling $200,000 from a distributor offset by royalty income on
product sales.

     For the remainder of fiscal 2001, we anticipate cash needs of
approximately $16 million, consisting of $2 million for operations,
$8 million relating to reductions in accounts and notes payable, and
$6 million to complete the production of the book of Mark.  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 the
completion of the production of Mark, 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.


<PAGE>


PART II.  OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS.  Not Applicable.

     ITEM 2.   CHANGES IN SECURITIES.

     On March 21, 2001, we authorized the issuance of up to
3,000,000 shares of our common stock in settlement of amounts that
may be due from us to related parties on the basis of one share for
each $1 of debt outstanding.

     On March 21, 2001, we authorized the issuance of up to
8,250,000 shares of our common stock in consideration of a loan
extension and a reduction of interest rate on past due loans and
advances outstanding from us to Pan Zone as of December 31, 2000 in
the amount of $800,000. We have not yet issued any of such shares
but we expect to do so shortly.

     On March 21, 2001, we authorized the issuance of not more than
25,000,000 shares of our common stock in consideration of additional
loans extended and to be extended by Pan Zone in an amount of 10
shares for each $1 loaned to us by Pan Zone.  As of the date hereof,
Pan Zone has extended additional loans to us of approximately
$3,695,000, and we expect to issue such authorized shares shortly.

     Each of the parties to whom securities were or will be  issued
in connection foregoing, made or will have made an informed
investment decision based upon negotiation with the with us and was
provided with or will be provided with an appropriate offering
document or other information, as well as, access to material
information regarding us.  We believe that all purchasers of our
securities pursuant to Offering One and Offering Two 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 or will bear an appropriate legend restricting the
transfer of such shares, except in accordance with the Securities
Act of 1933, as amended.

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.  Not Applicable.

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

     ITEM 5.   OTHER EVENTS. 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>

EXHIBIT
NO.     DESCRIPTION

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. None.


<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: 05/24/01                     By: /s/ Daniel W. Johnson
                                   Daniel W. Johnson, President


Date: 05/24/01                     By: /s/ James G. Petway, Jr.
                                   James G. Petway, Jr., Principal
                                   Financial Officer