SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 10-QSB

(Mark One)

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

     For the quarter ended September 30, 2002


[  ]      TRANSITION REPORT UNDER 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)


     1235 Bay Street, Suite 300, Toronto, Ontario  M5R 3K4 Canada
    -------------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)


                            (416) 921-9950
                            --------------
           (Issuer's Telephone Number, Including Area Code)


        5115 Maryland Way, Suite 223, West Brentwood, TN 37027
        ------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
                          Since Last Report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN
                  BANKRUPTCY PROCEEDINGS DURING THE
                         PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act after the distribution of securities under a plan
confirmed by a court:

                          YES [X]   NO [  ]

                 APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
November 12, 2002, there were 39,949,324 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 September 30, 2002 and
     December 31, 2001

(b)  Consolidated Statements of Operations for three month periods
     ended September 30, 2002 and September 30, 2001 and for the
     nine month periods ended September 30, 2002 and September 30, 2001

(c)  Consolidated Statements of Cash Flows for the nine month
     periods ended September 30, 2002 and September 30, 2001

(d)  Notes to Financial Statements

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

Item 3.   Controls and Procedures.

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings.

Item 2.    Changes in Securities and Use Of Proceeds.

Item 3.    Defaults on Senior Securities.

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

Item 5.    Other Information.

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

SIGNATURES

Item 1.   Financial Statements.

(a)  Consolidated Balance Sheets as of September 30, 2002 and
     December 31, 2001


<PAGE>

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<S>                                  <C>           <C>
ASSETS                                (unaudited)    (audited)
                                       September   December 31,
                                        30, 2002   2001

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

Current Assets:

 Cash and cash equivalents               $2,402,408       $62,034

 Cash in escrow                             166,817            -

 Accounts receivable, net                    86,342        13,348

 Inventories                                460,976       539,374

 Prepaids and other current assets           56,973        56,586

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

  Total Current Assets                    3,173,516       671,342

Film Cost, Production in Process            342,567             -

Property and Equipment, Net of               19,878        14,000
Accumulated Depreciation

Intangible Assets, Net of                   780,112     1,000,112
Accumulated Amortization

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

  Total Assets                            4,316,073    $1,685,454

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

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current Liabilities:

 Current portion of notes payable          $225,000      $360,233

 Accounts payable and accrued             3,599,442     5,923,437
 expenses

  Deferred revenue                        1,190,453       823,636

 Due to related parties                     781,882     5,737,925

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

  Total Current and Total
  Liabilities                             5,796,777    12,845,231

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

Commitments and Contingencies

Stockholders' Equity (Deficit):

 Preferred stock, class B,                    1,557            -
 8,333,333  authorized $.001 par
 value, 1,556,728 and 0 issued  or
 outstanding at September 30, 2002
 and December 31, 2001

 Common stock, 25,000,000                    39,957         2,294
 authorized $.001 par value,
 39,956,824 and 2,293,576 issued
 and outstanding at September 30,
 2002 and December 31, 2001

 Additional paid-in capital              34,278,694    24,684,892

 Receivables from stockholders            (427,060)     (417,060)

 Retained earnings (deficit)           (35,373,852)  (35,429,903)

                                         ----------    ----------
  Total Stockholders' Equity
  (Deficit)                             (1,480,704)  (11,159,777)

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

  Total Liabilities and                  $4,316,073    $1,685,454
  Stockholders' Equity (Deficit)
                                         ==========    ==========
</TABLE>

____________________

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



<PAGE>

(b)  Consolidated Statements of Operations for three month periods
     ended September 30, 2002 and September 30, 2001 and for the
     nine month periods ended September 30, 2002 and September 30, 2001


          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                 <C>          <C>           <C>          <C>          <C>
                                     (unaudited)  (unaudited)   (unaudited)  (unaudited)
                                      For the       For the      For the      For the
                                       Three      Three Months   Nine Months  Nine Months
                                    Months Ended  Ended          Ended        Ended
                                      September    September     September    September
                                      30, 2002      30, 2001     30, 2002     30, 2001
                                     ----------    ----------   ----------   ----------

Sales:

 Royalty income                           $35,356      $315,594     $233,183      627,715

 Product sales                             20,834        49,170      165,848      270,439

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

  Total Sales                              56,190       362,764      399,031      898,154

Cost of Goods Sold                          4,000         7,000       26,000       27,384

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

Gross Profit                               52,190       355,764      373,031      870,770

Costs and Expenses:

 Selling, general and                     641,658     1,371,211    1,748,093    4,295,891
 administrative

 Costs relating to stock issued             2,900             -      890,900   13,057,500

 Write off production costs                    -              -           -     3,515,295

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

                                          644,558     1,371,211    2,638,993   20,868,686

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

Gain on settlement of liabilities         254,858            -     2,311,216           -

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

Net Income (Loss) from Operations       (337,510)   (1,015,447)       45,254 (19,997,916)
before Other Income

Other Income

 Interest Income                           10,797             -       10,797            -

Net Income (Loss) before Taxes          (326,713)   (1,015,447)       56,051 (19,997,916)


Provision (Credit) for Income Taxes            -             -            -            -

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

Net Income (Loss)                       (326,713)   (1,015,447)       56,051 (19,997,916)

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

Income (Loss) per Share:

 Basic and diluted income (loss)          ($0.01)       ($0.44)        $0.00     ($18.51)
 per share:

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

Basic and diluted common shares        39,956,824     2,282,145   17,007,971    1,080,385
outstanding

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


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


<PAGE>


(c)  Consolidated Statements of Cash Flows for the nine month
     periods ended September 30, 2002 and September 30, 2001

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                                      <C>          <C>
                                                           For the       For the Nine
                                                         Nine Months      Months Ended
                                                         Ended         September 30, 2001
                                                           September       ----------
                                                           30, 2002
                                                          ----------

Cash Flows from Operating Activities:

 Net income (loss)                                             $56,051       $(19,997,916)

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

  Depreciation and amortization                                223,500             218,250

  Gain on settlements                                      (2,311,216)                  -

  Write down of film costs to net realizable value                  -            2,784,353

  Write down of inventory                                           -              450,000

  Reserve for note receivable                                       -              285,513

  Issuance of common stock                                          -           13,057,500

 Change in operating assets and liabilities:

  Accounts receivable                                         (72,994)           (205,242)

  Inventories                                                   73,398         (1,397,118)

  Film Costs                                                 (342,567)                   -

  Due to/from affiliate                                              -                   -

  Prepaid expenses and other current assets                      (387)            (64,173)

  Accounts payable                                             461,210           1,767,120

  Deferred revenues                                            366,817           (170,086)

  Other assets                                                      -               41,417

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

   Net cash (used in) provided by operating activities     (1,541,188)         (3,230,382)

                                                            ----------          ----------
Cash Flows from Investing Activities:

 Cash in escrow                                              (166,817)                  -

 Acquisition of property and equipment                         (9,378)                  -

 Advance of security deposit                                        -                   -

 Acquisition of intangibles                                         -                   -

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

  Net cash used in investing activities                      (176,195)                  -

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

Cash Flows from Financing Activities:

 Payment of notes payable                                     (35,233)         (1,297,900)

 Proceeds from note payable financing                               -            4,197,697

 Proceeds from issuance of common stock                      4,092,990             285,000

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

  Net cash provided by (used in) financing activities        4,057,757           3,184,797

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

Net (Decrease) Increase in Cash and Cash Equivalents         2,340,374            (45,585)

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

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

Cash and cash equivalents, end of period                    $2,402,408             $17,860

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

Supplemental Disclosure of Cash Flow Information:

 Interest paid during the period                                  $394              $8,686

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

 Income taxes paid during the period                              $ -                 $ -

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

Supplemental Disclosure of Noncash Investing and
Financing Activities:

 Common stock issued on conversion of promissory note               -           $1,994,500

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

 Common and preferred stock issued on conversion and        $5,260,020                  -
 settlement of debt

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

____________________

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



<PAGE>


(d)  Notes to Financial Statements

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)
                          SEPTEMBER 30, 2002


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 popular versions of the Bible.  The Company has produced
and successfully released the word-for-word books of Matthew and Acts.

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying financial statements consolidate the accounts of
Visual Bible International and its wholly-owned subsidiaries.  All
significant intercompany accounts and transactions have been
eliminated in consolidation.  Certain amounts from prior years have
been reclassified to conform to the current year presentation.

The accompanying unaudited consolidated financial statements have
been prepared pursuant to rules and regulations of the Securities
and Exchange Commission and, therefore, do not include all
information and footnote disclosures normally included in audited
financial statements.  However, in the opinion of management, all
adjustments that are of a normal and recurring nature necessary to
present fairly the results of operations, financial position and
cash flows have been made.  It is suggested that these statements be
read in conjunction with the financial statements included in the
Company's Annual Report on Form 10-KSB, dated May 7, 2002 for the
year ended December 31, 2001.

The statements of operations for the three months and nine months
ended September 30, 2002 and 2001 are not necessarily indicative of
results for the full year.

Earnings (Loss) per Share

The Company computes earnings or loss per share in accordance with
the Financial Accounting Standards Board Statement No. 128 "Earnings
Per Share" (SFAS 128) which replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per
share.  Unlike primary earnings per share, basic earnings per share
excludes the dilutive effects of options, warrants and convertible
securities and thus is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding.  Diluted earnings per share is similar to the previous
fully diluted earnings per share.  Diluted earnings per share
reflects the potential dilution that could occur if securities or
other agreements to issue common stock were exercised or converted
into common stock.  Diluted earnings per share is computed based
upon the weighted average number of common shares and dilutive
common equivalent shares outstanding.

Recent Accounting Pronouncements

In July, 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142).  SFAS 142 requires that
goodwill be tested for impairment under certain circumstances, and
written off when impaired, rather then being amortized as previous
standards required.  SFAS 142 is effective for fiscal years
beginning after December 15, 2001.

In October 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".  SFAS 144 supercedes
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be disposed of".  The primary objectives of
SFAS 144 are to develop one accounting model based on the framework
established in SFAS 121 for long-lived assets to be disposed of by
sale, and to address significant implementation issues.

The Company will adopt both SFAS 142 and 144 for its fiscal year
beginning January 1, 2002 and management has determined that the
adoption of these two pronouncements will not have a material effect
on its operating results or financial condition.

3.  LIQUIDITY - SIGNIFICANT CORPORATE EVENT

During March, 2002, the Company entered into an agreement with
Covenant Film Productions, Inc. ("Covenant") in which Covenant will
provide for the development of film adaptations, on a word-for-word
basis of books of the Bible, film production financing and
assistance in raising additional equity capital. See Note 6.

During June, 2002, the Company completed a private placement equity
financing totaling $4.5 million and issued 9,020,000 shares of
common stock.  The proceeds of this financing will be used for
general corporate purposes and to provide the Company with working
capital.

In conjunction with this financing, the Company has also reached an
agreement with the holders of $4.6 million of its outstanding debt.
Under the terms of this agreement, the debtholders exchanged their
interest as to $500,000 for 10 million common shares and
approximately $4.1 million for 1,556,728 preferred shares of the
Company, which are convertible at the rate of one share of preferred
for one share of common stock at $2.75 per share until December 31,
2005.

In addition Covenant, on behalf of the Company, reached agreement
with various of its vendors and settled outstanding debt and claims
totaling $2,598,266 for cash payments of $248,175. and 777,500
shares of its common stock valued at $38,875 which resulted in the
Company recognizing a gain of $2,311,216 on these settlements.

After the equity financing, debt reduction transactions and other
third party facilities to finance the Company's future productions
Covenant, or its designees, and other parties received 17,460,169
common shares of the Company and Visual Bible will have
approximately 40 million common shares outstanding.

4.  DISTRIBUTION AGREEMENT

During February 2002, Visual Bible International, Inc. entered into
a termination agreement with The Columbia House Company whereby the
Company paid $45,000 to terminate two agreements with Columbia
House.

5. NASHVILLE OFFICE LEASE

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

6.  COMMITMENTS AND CONTINGENCIES

Production Management Agreement

In connection with the Covenant transaction, as described in Note 3,
the Company entered into a 7 year management and production
agreement with JBM Entertainment, Inc. ("JBM").  JBM is headed by
Joel B. Michaels, who brings to the Company experience in the film
industry, including 25 years as a producer.  His films have received
a total of 6 Academy Award nominations.

Under the agreement JBM will be primarily responsible for all
aspects of the creative development, production and marketing for
all of the Company's filmed productions including recruiting senior
management and consultants experienced in these areas. JBM will
receive an annual fee of $600,000 plus reimbursement of expenses.
The fee will be increased by $100,000 per year commencing on
completion of the first film, subject to not less than one new film
being commenced during each fifteen month marketing period.

Visual Bible also announced the appointment of a new board of
directors and an advisory committee.  The new board of directors
includes Dr. Steven Small, who has assumed the role of Chairman.
Dr. Small has acted as a founder and director of several public and
private companies including Newcourt Credit Group, and Capital
Partners Corporation.  He is joined on the board by Maurice Colson,
an independent investment banker, Dr. Jon S. Dellandrea, Professor
of Faculty Management, University of Toronto, Peter Richardson,
Professor Emeritus, Center and Department for the Study of Religion,
University of Toronto, and Moshe Safdie, an internationally renowned
architect.  Contemporaneous with the appointment of the new board of
directors, the previous members of the board of directors and
President resigned.

Effective June 1, 2002, the Company entered into a five year
agreement with Dr. Small to serve as Chairman of the Board.  The
agreement provided a stock grant of 100,000 shares of the Company's
common stock and annual compensation of $90,000. The annual
compensation shall automatically be increased on June 1 of each and
every year during the term by 5% over and above the past year's
annual compensation.

The Company's advisory committee includes seven distinguished
scholars of religion and theology  representing a broad spectrum of
religious persuasions. The role of the advisory committee is to
collaborate in the creative development and film producing process
relating to the appropriate choice of books of the Bible, including
sequence and translations, for film adaptation and the production
design thereof.  The members of the Advisory Committee will serve a
term of three years, renewable, and receive compensation as
determined by management.

New Office Lease

On October 1, 2002 ,the Company entered into a Sub Tenancy Agreement
with a company controlled by its Chairman for office space in
Toronto, Canada at a  fair market 5 year renewal rate of $9 per
square foot net plus common area maintenance for approximately 6,000
square feet of space.

In addition, the Company issued 200,000 shares of its common stock
in consideration for existing leasehold improvements, furnishings,
fixtures and equipment.

IBS Dispute

On April 25, 2002 the Company received a letter from the
International Bible Society ("IBS") terminating their agreement
based upon, among other things, alleged nonpayment of royalties by
the Company.  The Company does not believe that the IBS termination
is justified and the Company's counsel has advised IBS of this
position.

The Company continues to attempt to settle this matter and has
deposited $166,817 in escrow with its attorney during these
negotiations.  This amount is segregated on the September 30, 2002
consolidated balance sheet.

The process by which this matter will be resolved is through
mediation and arbitration. In the meantime , IBS has sought and
obtained through the Preliminary Arbitrator a preliminary injunction
which compels the Company to cease its sale of IBS products by
November 27,2002. The results of mediation or arbitration could be
different from the preliminary injunction decision. The mediation
process could take two months and arbitration an additional six
months thereafter.

The Company is now focusing its efforts on producing word-for-word
visual representations of The Good News Translation under an
exclusive license with the American Bible Society.  Over 125 million
copies of The Good News Translation have been sold.

Employment Agreement

The Company entered into a five year employment agreement commencing
June 1, 2002 with its Executive Vice President and Chief Financial
Officer.  The agreement provides for an initial annual base salary
of $192,500. The salary will increase 12.5% in the second year and
will be not less than $300,000 in year three, with 12.5% annual
increases in years four and five.

7.  STOCKHOLDERS' EQUITY (DEFICIT)

On April 15, 2002, pursuant to an action by written consent of the
majority of the Company's stockholders, the Company's Articles of
Incorporation were amended and restated to increase the authorized
shares of common stock from 2,500,000 shares to 300,000,000 shares,
par value $.001 and to increase the authorized shares of preferred
stock from 833,000 to 200,000,000 shares, par value $.001.

All references to common stock issued and outstanding within these
financial statements have been retroactively restated to reflect the
1 for 2, 1 for 3 and 1 for 10 combinations of shares that occurred
on April 16, 2001, September 25, 2001 and February 19, 2002
respectively.  After giving effect to all of these stock
combinations, the Company had 39,956,824 and 2,293,576 shares of
common stock issued and outstanding at September 30, 2002 and
December 31, 2001, respectively.


<PAGE>


Item 2.   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 financial statements included
elsewhere in this report.  The discussion 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.

Overview

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

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

     Our primary strengths are our intellectual property rights to
the visual representation of 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 adaptations of the Good News
Translation, New International Version, Contemporary English
Version, and Holman Christian Standard Version of the Bible.

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

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

Results of Operations

Net sales revenue for the three month period September 30, 2002 of
$56,190 were approximately 85% less than the net revenue amount of
$362,764 for the corresponding 2001 period as no new product or
repackaging of existing product was available. For the nine month
period ended September 30, 2002, net sales revenue of  $399,031,
declined by $499,123 or 56% as compared to the nine month period
ended September 30, 2001  The decrease in the 2002 third quarter
revenue  was the primary reason for the decline in net revenue for
the nine month period ended September 30, 2002 when compared to the
corresponding period a year earlier.

Selling, general and administrative expenses for the third quarter
of $641,658 was $729,553 or 53% lower than the three month period
ended September 30, 2001.  At the end of the 2002 third quarter the
Company had only two administrative employees whereas in the
corresponding period a year ago there were ten employed during the
quarter.  For the nine months ended September 30, 2002, selling,
general and administrative expense of $1,748,093 was 59% less than
the corresponding 2001 period, primarily as a result of the decline
in the number of employees , reductions in rent, consulting and
other supporting administrative costs.

In the third quarter the Company had additional gains of $254,858
related to the negotiation, settlement and reduction of liabilities.
For the nine month period ended September 30, 2002 similar
additional gains totaled $2,311,216. There were no corresponding
gains in the previous year.

Liquidity and Capital Resources

At September 30, 2002, the Company had $2,402,408 in cash and cash
equivalents and a working capital deficit of $2,623,261 compared to
$62,034 in total cash and a working capital deficit of $12,173,889
as at December31, 2001..  The substantial improvement in these
measurements resulted from the Company's receipt of cash proceeds of
approximately $4.5 million from the issuance of its common stock for
cash, the conversion of approximately $4.6 million of debt into
equity and the settlement of approximately $2.6 million of debts
resulting in approximately $2 million in gains.

For the remainder of the 2002 fiscal year, the Company anticipates
that it will require approximately $850,000 in cash to carry on its
operations.  With respect to the announcement of the Company's next
film, "The Gospel of John", the Company is arranging funding of the
production through tax assisted financing and debt.


<PAGE>


Item 3.  Controls and Procedures.

a.)  Our principal executive officer and our principal financial
     officer, who was on the Evaluation Date (as hereinafter
     defined) and is on the date of the filing of this quarterly
     report the same person, has on a date which is within ninety
     days of the date that we have filed this quarterly report (the
     "Evaluation Date"), evaluated the effectiveness of our
     disclosure controls and procedures and has concluded that no
     significant deficiencies or material weaknesses exist.

b.)  There have been no significant changes in our internal controls
     or in any other factors that could significantly affect these
     controls subsequent to the Evaluation Date.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

     As previously reported, we received a letter from the
International Bible Society ("IBS") terminating our agreement with
IBS (the "IBS Agreement") based upon, among other things, alleged
nonpayment by us of royalties.  We do not believe that the IBS
termination is justified and our counsel has advised IBS of our
position.  We continue to attempt to settle this matter, and in
connection with such settlement attempts we have deposited what we
believe to be royalty payments that may be due to IBS in the amount
of $166,817 in escrow with our counsel.  The process by which this
matter will be resolved is through mediation and arbitration.
However, in the interim, IBS has, through the Preliminary
Arbitrator,  sought and obtained a preliminary injunction which
compels us to cease our sale of our products emanating from the IBS
Agreement by November 27, 2002 (the "Sale Termination Date").  We do
not agree with the findings of the Preliminary Arbitrator, and we
intend to continue to pursue settlement, mediation and arbitration
to resolve this matter.  The mediation process could take two months
or more and the arbitration process could take an additional six
months or more thereafter. The results of mediation or arbitration
could produce a more favorable result to us than the decision
obtained from the Preliminary Arbitrator, but we can provide no
assurance that we will obtain any result that is more favorable to
us.  Accordingly, we intend to cease our sale of our products
emanating from the IBS Agreement by the Sale Termination Date and to
continue to focus our efforts on producing word-for-word visual
representations of The Good News Translation of the Bible under our
exclusive license agreement with the American Bible Society.


<PAGE>


Item 2.   Changes in Securities.

a).  Not Applicable.

b).  Not Applicable.

c).

     1.   In connection with certain Regulation S offerings
          previously undertaken by us (collectively, the "Prior
          Offerings") and in order to settle various claims advanced
          by the purchasers of our common stock sold pursuant
          thereto, including but not limited to continuing claims
          against us for failure to timely file a registration
          statement, we issued 1,573,500 shares of common stock (the
          "Regulation S Supplemental Shares") to 13 parties (the
          "Regulation S Shareholders").  There were no commissions
          or discounts associated with the  issuance of the
          Regulation S Supplemental Shares, such Regulation S
          Supplemental Shares are not convertible or exchangeable
          and there are no warrants or options issued in connection
          therewith.  We claimed exemption from the registration
          provisions of the Act with respect to the common stock so
          issued pursuant to Section 4(2) thereof inasmuch as no
          public offering will be involved.  Each of the parties to
          whom the Regulation S Supplemental Shares were issued in
          connection foregoing, made an informed investment decision
          based upon negotiation with us and were provided with
          access to material information regarding us.  We believe
          that all parties that acquired the Regulation S
          Supplemental Shares pursuant to the foregoing had
          knowledge and experience in financial matters such that
          they were capable of evaluating the merits and risks of
          acquisition of the Regulation S Supplemental Shares.  All
          certificates representing the Regulation S Supplemental
          Shares issued pursuant to the foregoing bear an
          appropriate legend restricting the transfer of such
          shares, except in accordance with the Securities Act.

     2.   In connection with certain requirements of the Small
          Consulting Agreement (as same was described in Item 5 of
          our Form 10-QSB for the quarter ended June 30, 2002), we
          issued 100,000 shares (the "Small Shares") of our common
          stock to Dr. Steven Small (Dr. Small became one of our
          Directors prior to the issuance of the Small Shares, see
          Item 5, in our Form 10-QSB for the quarter ended June 30,
          2002).  There were no commissions or discounts associated
          with the  issuance of the Small Shares, such Small Shares
          are not convertible or exchangeable and there are no
          warrants or options issued in connection therewith.  We
          claimed exemption from the registration provisions of the
          Act with respect to the common stock so issued pursuant to
          Section 4(2) thereof inasmuch as no public offering will
          be involved.  In connection with the issuance of the Small
          Shares, Dr. Small made an informed investment decision
          based upon negotiation with us and was provided with
          access to material information regarding us.  We believe
          that Dr. Small had knowledge and experience in financial
          matters such that he was capable of evaluating the merits
          and risks of acquisition of the Small Shares.  All
          certificates representing the Small Shares issued pursuant
          to the foregoing bear an appropriate legend restricting
          the transfer of such shares, except in accordance with the
          Securities Act.

     3.   In connection with certain leasehold improvements provided
          by Capital Partners ("Capital Partners") under a sublease
          agreement (the "Sublease") with Capital Partners (as same
          was described in Item 5 of our Form 10-QSB for the quarter
          ended June 30, 2002), we issued  200,000 shares (the
          "Capital Partners Shares") of our common stock to Capital
          Partners (Capital Partners is controlled by Dr. Steven
          Small who became one of our Directors subsequent to the
          authorization of the issuance of the Capital Partners
          Shares, see Item 5 of our Form 10-QSB for the quarter
          ended June 30, 2002).  There were be no commissions or
          discounts associated with the  issuance of the Capital
          Partners Shares, such Capital Partners Shares are not
          convertible or exchangeable and there were no warrants or
          options issued in connection therewith.  We claimed
          exemption from the registration provisions of the Act with
          respect to the common stock so issued pursuant to Section
          4(2) thereof inasmuch as no public offering was involved.
          In connection with the issuance of the Capital Partners
          Shares, Capital Partners made an informed investment
          decision based upon negotiation with us and was provided
          with access to material information regarding us.  We
          believe that Capital Partners had knowledge and experience
          in financial matters such that Capital Partners was
          capable of evaluating the merits and risks of acquisition
          of the Capital Partners Shares.  All certificates
          representing the Capital Partners Shares issued pursuant
          to the foregoing bear an appropriate legend restricting
          the transfer of such shares, except in accordance with the
          Securities Act.

     4.   We issued 2,796,668 shares of common stock (the "Entitled
          Parties Shares") to 7 employees, consultants and other
          parties associated with us (collectively, the "Entitled
          Parties") who are largely responsible for our management,
          growth and protection of our business, and to provide an
          incentive for such Entitled Parties to continue to provide
          their services to us.  There were commissions or discounts
          associated with the issuance of the Entitled Parties
          Shares, such Entitled Parties Shares are not convertible
          or exchangeable and there are no warrants or options
          issued in connection therewith.  We claimed exemption from
          the registration provisions of the Act with respect to the
          common stock so issued pursuant to Section 4(2) thereof
          inasmuch as no public offering was involved.  Each of the
          Entitled Parties to whom the Entitled Parties Shares was
          issued in connection foregoing, made an informed
          investment decision based upon negotiation with us and was
          provided with access to material information regarding us.
          We believe that the Entitled Parties that acquired the
          Entitled Parties Shares pursuant to the foregoing had
          knowledge and experience in financial matters such that
          they were capable of evaluating the merits and risks of
          acquisition of the Entitled Parties Shares.  All
          certificates representing the Entitled Parties Shares
          issued pursuant to the foregoing bear an appropriate
          legend restricting the transfer of such shares, except in
          accordance with the Securities Act.

     5.   In connection with certain outstanding debts due from the
          Corporation (the "Pan Zone Debt") to Pan Zone Company,
          Ltd. ("Pan Zone") and in order to settle the Pan Zone
          Debt, we issued 10,000,000 shares of our common stock (the
          "Pan Zone Common Shares") to Pan Zone in exchange for the
          discharge by Pan Zone of $500,000.00 of the Pan Zone Debt.
           Before the issuance of the Pan Zone Common Shares, Pan
          Zone owned approximately 1,125,000 shares(approximately,
          10%) of our common stock (See Item 5 below of our Form
          10-QSB for the quarter ended June 30, 2002).  There were
          no commissions or discounts associated with the issuance
          of the Pan Zone Common Shares, such Pan Zone Common Shares
          are not convertible or exchangeable and there are no
          warrants or options issued in connection therewith.  We
          claimed exemption from the registration provisions of the
          Act with respect to the common stock so issued pursuant to
          Section 4(2) thereof inasmuch as no public offering will
          be involved.  In connection with the issuance of the Pan
          Zone Common Shares, Pan Zone made an informed investment
          decision based upon negotiation with us and was provided
          with access to material information regarding us.  We
          believe that Pan Zone had knowledge and experience in
          financial matters such that Pan Zone was capable of
          evaluating the merits and risks of acquisition of the Pan
          Zone Common Shares.  All certificates representing the Pan
          Zone Common Shares issued pursuant to the foregoing bear
          an appropriate legend restricting the transfer of such
          shares, except in accordance with the Securities Act.

     6.   In connection with closing of certain transactions (the
          "Transactions") between us and Covenant Film Productions,
          Inc. ("Covenant"), as such Transactions were described in
          Item 5 below of our Form 10-QSB for the quarter ended June
          30, 2002, we issued 13,500,000 shares of our common stock
          (the "Covenant Parties Shares") to 8 parties (the
          "Covenant Parties").  There were no commissions or
          discounts associated with the  issuance of the Covenant
          Parties Shares, such Covenant Parties Shares are not
          convertible or exchangeable and there are no warrants or
          options issued in connection therewith.  We claimed
          exemption from the registration provisions of the Act with
          respect to the common stock so issued pursuant to Section
          4(2) thereof inasmuch as no public offering was involved.
          In connection with the issuance of the Covenant Parties
          Shares, the Covenant Parties made an informed investment
          decision based upon negotiation with us and were provided
          with access to material information regarding us.  We
          believe that the Covenant Parties had knowledge and
          experience in financial matters such that the Covenant
          Parties were capable of evaluating the merits and risks of
          acquisition of the Covenant Parties Shares.  All
          certificates representing the Covenant Parties Shares
          issued pursuant to the foregoing bear an appropriate
          legend restricting the transfer of such shares, except in
          accordance with the Securities Act.

     7.   In connection with the remainder of the Pan Zone Debt due
          to Pan Zone and in order to settle the balance of the Pan
          Zone Debt, our Board of Directors authorized the issuance
          of 1,184,364 shares of Series B Preferred Shares (the "Pan
          Zone Preferred Shares") to Pan Zone.  We have not yet
          amended our articles of incorporation to create the Series
          B Preferred Shares, but we anticipate doing so in the near
          future, and shortly after filing such amendment we expect
          to issue the Pan Zone Preferred Shares (See Item 5 below).
           There will be no commissions or discounts associated with
          the issuance of the Pan Zone Preferred Shares, such Pan
          Zone Preferred Shares are convertible and exchangeable
          (see Item 5 below for a description of such rights and
          preferences) but there will be no warrants or options
          issued in connection therewith.  We expect to claim
          exemption from the registration provisions of the Act with
          respect to the Pan Zone Preferred Shares so issued
          pursuant to Section 4(2) thereof inasmuch as no public
          offering will be involved.  In connection with the
          issuance of the Pan Zone Preferred Shares, Pan Zone will
          have made an informed investment decision based upon
          negotiation with us and will have been provided with
          access to material information regarding us.  We believe
          that Pan Zone will have had knowledge and experience in
          financial matters such that Pan Zone will be capable of
          evaluating the merits and risks of acquisition of the Pan
          Zone Preferred Shares.  All certificates representing the
          Pan Zone Preferred Shares issued pursuant to the foregoing
          will bear an appropriate legend restricting the transfer
          of such shares, except in accordance with the Securities Act.

     8.   In connection with outstanding debts due from us (the
          "Canco Holdings Debt") to Canco Holdings Corp. ("Canco")
          and in order to settle the Canco Debt, we expect to issue
          186,909 shares of Series B Preferred Shares (the "Canco
          Preferred Shares") to Canco.  We have not yet amended our
          articles of incorporation to create the Series B Preferred
          Shares, but we anticipate doing so in the near future, and
          shortly after filing such amendment we expect to issue the
          Canco Preferred Shares (See Item 5 below). There will be
          no commissions or discounts associated with the issuance
          of the Canco Preferred Shares, such Canco Preferred Shares
          are convertible and exchangeable (see Item 5 below for a
          description of such rights and preferences) but there will
          be no warrants or options issued in connection therewith.
          We expect to claim exemption from the registration
          provisions of the Act with respect to the preferred stock
          so issued pursuant to Section 4(2) thereof inasmuch as no
          public offering will be involved.  In connection with the
          issuance of the Canco Preferred Shares, Canco will have
          made an informed investment decision based upon
          negotiation with us and will have been provided with
          access to material information regarding us.  We believe
          that Canco will have had knowledge and experience in
          financial matters such that Canco will be capable of
          evaluating the merits and risks of acquisition of the
          Canco Preferred Shares.  All certificates representing the
          Canco Preferred Shares issued pursuant to the foregoing
          will bear an appropriate legend restricting the transfer
          of such shares, except in accordance with the Securities Act.

     9.   In connection with outstanding debts due from us (the
          "Wong Debt") to Paul Wong ("Wong") and in order to settle
          the Wong Debt, we expect to issue 185,455 shares of Series
          B Preferred Shares (the "Wong Preferred Shares") to Wong.
          We have not yet amended our articles of incorporation to
          create the Series B Preferred Shares, but we anticipate
          doing so in the near future, and shortly after filing such
          amendment we expect to issue the Canco Preferred Shares
          (See Item 5 below).  There will be no commissions or
          discounts associated with the issuance of the Wong
          Preferred Shares, such Wong Preferred Shares are
          convertible and exchangeable (see Item 5 below for a
          description of such rights and preferences) but there will
          be no warrants or options issued in connection therewith.
          We expect to claim exemption from the registration
          provisions of the Act with respect to the preferred stock
          so issued pursuant to Section 4(2) thereof inasmuch as no
          public offering will be involved.  In connection with the
          issuance of the Wong Preferred Shares, Wong will have made
          an informed investment decision based upon negotiation
          with us and will have been provided with access to
          material information regarding us.  We believe that Wong
          will have had knowledge and experience in financial
          matters such that Wong will be capable of evaluating the
          merits and risks of acquisition of the Wong Preferred
          Shares.  All certificates representing the Wong Preferred
          Shares issued pursuant to the foregoing will bear an
          appropriate legend restricting the transfer of such
          shares, except in accordance with the Securities Act.

     After issuance of our preferred shares as described above, we
anticipate that approximately 1,557,000 shares of our Series B
Preferred Stock will be outstanding.  Each 1 share of Series B
Preferred Stock may be converted, at the election of the holders
thereof, into 1 share of our common stock (see Item 5, below).
Accordingly, in the event that the approximate 1,557,000 shares of
our Series B Preferred Stock is issued and is converted into our
common stock, an additional 1,557,000 shares of our common stock
will be outstanding. (See Item 5, below).

     d).  Not Applicable.

<PAGE>


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.

a.)  In connection an authorized amendment to our articles of
     incorporation to create a class of preferred shares designated
     as our Class B Preferred Shares (the "Class B Preferred
     Shares"), the following is a summary of what we currently
     believe will be the relative rights and preferences of the
     Class B Preferred Shares, although such summary is qualified in
     its entirety by reference to the amendment to our Articles of
     Incorporation that is actually filed by us with the Secretary
     of State of Florida:

     1.   Dividends.

          A.   Each issued and outstanding share of Series B
               Preferred Stock shall entitle the holder of record
               thereof to receive, when, as and if declared by the
               Board of Directors, out of any funds legally
               available therefor, dividends of eight and one
               quarter cents ($0.0825) annually per share (the
               "Dividend Amount") of the Series B Preferred Stock
               (subject to adjustment as hereinafter set forth).
               Dividends shall be paid in the form of cash and shall
               be paid semi-annually on each June 30 and December 31
               (each date being a "Dividend Due Date") with respect
               to such semi annual period (or in the case of the
               first dividend payment, the period commencing on the
               date of issuance) ending on the day immediately
               preceding such Dividend Due Date.

          B.   In the event of a split or subdivision of the
               outstanding shares of Series B Preferred Stock, or
               the combination or the outstanding shares of Series B
               Preferred Stock, as the case may be, the dividends
               provided for herein shall automatically and without
               any further action be decreased, in the case of a
               split or subdivision, or increased, in the case of a
               combination, in proportion to the increase or
               decrease in the number of shares of Series B
               Preferred Stock outstanding immediately before such
               split, subdivision or combination.

     2.   Priority.

          A.   So long as any Series B Preferred Stock shall be
               outstanding, no dividends, whether in cash or
               property, shall be paid or declared, nor shall any
               other distribution be made, on our common shares or
               any other security junior to the Series B Preferred
               Stock as to dividend rights, unless all dividends on
               the Series B Preferred Stock for all past semi annual
               dividend periods and the full dividends for the then
               current semi annual period shall have been paid or
               declared and duly provided for.

          B.   We may issue, in the future, without the consent of
               holders of the Series B Preferred Stock, other series
               of preferred stock which rank on parity with or
               junior to the Series B Preferred Stock as to dividend
               and/or liquidation rights. The consent of the holders
               of a majority of the outstanding Series B Preferred
               Stock is required for the issuance of any series or
               preferred stock which is senior as to dividend and/or
               liquidation rights to the Series B Preferred Stock.

     3.   Redemption Rights.  In the event that any Series B
          Preferred Stock is outstanding subsequent to December 31,
          2005, we may, at the option of our Board of Directors, at
          any time or from time to time thereafter, redeem the whole
          or any part of the then outstanding shares of the Series B
          Preferred Stock upon not less than thirty (30) days prior
          written notice duly given at a redemption price of $2.75
          per share, subject to appropriate adjustment in the event
          of a stock split or subdivision or a stock combination of
          the Series B Preferred Stock, plus accrued and unpaid
          dividends through the date of redemption (collectively,
          the "Redemption Price").

     4.   Liquidation.  Upon our liquidation, dissolution or winding
          up, whether voluntary or involuntary (a "Liquidation"),
          the then holders of record of the Series B Preferred Stock
          shall be entitled to receive, before and in preference to
          any distribution or payment of our assets or the proceeds
          thereof may be made or set apart for the holders of our
          common stock or any other security junior to the Series B
          Preferred Stock in respect of distributions upon
          Liquidation out of our assets legally available for
          distribution to its stockholders, an amount in cash equal
          to $2.75 per share (subject to adjustment if the number of
          Series B Preferred Stock has been adjusted pursuant hereto
          (the "Liquidation Preference") plus accrued and unpaid
          dividends, if any, on each such share on the date fixed
          for the distribution to the holders of Series B Preferred
          Stock and any other series of preferred stock then
          outstanding ranking on parity with the Series B Preferred
          Stock upon liquidation ("Parity Stock") and in the event
          our assets legally available for distribution to our
          stockholders shall be insufficient to permit payment in
          full of the Liquidation Preference to the holders of the
          Series B Preferred Stock and Parity Stock, then the entire
          assets and funds of the Corporation legally available for
          distribution to such holders of the Series B Preferred
          Stock and the Parity Stock then outstanding shall be
          distributed ratably among the holders of the Series B
          Preferred Stock and Parity Stock based upon the proportion
          the total amount distributable on each share upon
          liquidation bears to the aggregate amount available for
          distribution on all Series B Preferred Stock and on all
          such Parity Stock.

     5.   Voting Rights.  For so long as the Series B Preferred
          Stock is outstanding, each share of the Series B Preferred
          Stock shall entitle the holder thereof to vote on all
          matters to be voted on by the holders of the Common Stock;
          and  the number of votes per share of Series B Preferred
          Stock such holder shall be entitled to shall be equal one
          (1) vote for each one (1) shared of Series B Preferred Stock.

     6.   Conversion.

          A.   Each share of the Series B Preferred Stock shall be
               convertible, at the option of the respective holders
               thereof, at any time after the date of issuance and
               prior to redemption, at the office of any transfer
               agent for the Series B Preferred Stock, or if there
               is none, then at the office of the transfer agent for
               our common stock, or if there is no such transfer
               agent, at our principal executive office, into fully
               paid and non-assessable shares of Common Stock into
               one (1)  share of Common Stock for each one (1) share
               of Series B Preferred Stock (the "Conversion Price"),
               subject to adjustment from time to time in certain
               instances, as hereinafter provided.  The right to
               convert the Series B Preferred Stock called for
               redemption shall terminate at the close of business
               on the last business day prior to the date fixed for
               redemption, unless default is made in payment of the
               Redemption Price.

          B.   The Conversion Price shall be subject to adjustment
               from time to time in case we shall (i) issue Common
               Stock as a dividend or distribution on any class of
               the capital stock of the Corporation; (ii) split or
               otherwise subdivide its outstanding Common Stock;
               (iii) combine the outstanding Common Stock into a
               smaller number of shares; or (iv) issue by
               reclassification of its shares of capital stock of
               the Corporation (whether pursuant to a merger or
               consolidation or otherwise), the Conversion Price in
               effect on the record date for any stock dividend or
               the effective date any such other event shall be
               increased (or decreased in the case of a reverse
               stock split) so that the holder of each share of the
               Series B Preferred Stock thereafter be entitled to
               receive, upon the conversion of such share, the
               number of shares of our common stock or other capital
               stock which it would own or be entitled to receive
               immediately after the happening of any of the events
               mentioned above had such share of the Series B
               Preferred Stock been converted immediately prior to
               the close of business on such record date or
               effective date.  Likewise, in case of any
               reclassification or similar change of our outstanding
               shares of common stock (other than as set forth
               immediately above), or in case of the consolidation
               or merger of us with another corporation, or the
               conveyance of all or substantially all of our assets
               in a transaction in which holders of our common stock
               receive shares of stock or other property including
               cash, each share of the Series B Preferred Stock
               shall thereafter be convertible only into the number
               of shares of stock or other securities or property,
               including cash, to which a holder of the number of
               shares of our common stock deliverable upon
               conversion of such Series B Preferred Stock would
               have been entitled upon such reclassification,
               change, consolidation, merger or conveyance had such
               share been converted immediately prior to the
               effective date of such event.

     7.   Payment of Taxes. We will pay any taxes that may be
          payable in respect of any issue or delivery of shares of
          Common Stock on conversion of Series B Preferred Stock.
     8.   Notice.  Each share of the Series B Preferred Stock shall
          entitle the holder thereof to notice of any special or
          annual meetings of the holders of our common stock in the
          same manner as notice given to the holders of the common
          stock under the Florida Business Corporation Act.

<PAGE>


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

     (a)  Exhibits.

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

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

2.1     Stock Exchange Agreement (2)

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

3.2     Bylaws of American Uranium, Inc.(1)

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

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

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

3.6     Bylaws of Visual International, Inc. (3)

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

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

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

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

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

9.1     Shareholder Voting Agreement (3)

9.2     Form of Irrevocable Proxy(3)

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

10.2    Agreement with Thomas Nelson, Inc. (4)

10.3    Agreement with Columbia House, Inc. (4)

21.1    List of Subsidiaries (8)

99.1    Certifications (9)
</TABLE>


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

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

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

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

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

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

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

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

(9)  Filed electronically herewith

     (b)  Reports on Form 8-K.

          None.


<PAGE>


                              SIGNATURES


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



                              VISUAL BIBLE INTERNATIONAL, INC.



Date: 11/20/02                By: /s/ Harold Kramer
                              Harold Kramer, Executive Vice President



Date: 11/20/02                By: /s/ Harold Kramer
                              Harold Kramer, Principal Financial
                              Officer