UNITED STATES
                  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 June 30, 2004


[  ]      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 Small Business Issuer 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)


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



        ------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
                          Since Last Report)



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

                           YES [X]   NO [ ]


                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 Exchange Act
after the distribution of securities under a plan confirmed by a court.

                          YES [ ]   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
August 18, 2004, there were 73,792,518 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 June 30, 2004 and December
31, 2003

(b).  Consolidated Statements of Operations for the three month
periods ended June 30, 2004 and 2003 and for the six month periods
ended June 30, 2004 and 2003

(c).  Consolidated Statements of Cash Flows for the six month
periods ended June 30, 2004 and 2003

(d).  Notes to Financial Statements

Item 2.   Management's Discussion and Analysis.

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 upon 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


<PAGE>


Item 1.   Financial Statements.


(a)  Consolidated Balance Sheets as of June 30, 2004 and December
31, 2003


          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                  <C>           <C>
                                     June 30, 2004 December 31,
                                      (unaudited)  2003
                                                     (audited)

Assets

Current Assets:

Cash and cash equivalents                  $336,810    $2,204,949

Cash in escrow                            1,272,365             -

Accounts receivable, net                    994,249        36,039

Inventories                                 350,356       265,358

Canadian film tax credits receivable
                                          1,200,000     1,200,000

Prepaids and other current assets           272,646       392,717

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

  Total Current Assets                    4,426,426     4,099,063



Film Cost, Production in Process

Film costs Gospel of John, net of
accumulated amortization of
$2,243,875 and $574,058 at June 30,
2004 and December 31, 2003,
respectively                              9,180,836    10,850,653

Pre-production costs Gospel of Mark         185,000       185,000

Property and equipment, net                 192,089       206,661

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

  Total Assets                          $13,984,351   $15,341,377

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

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current Liabilities:

Current portion of notes payable           $250,000      $325,000

Bank film production loan payable         1,998,036     2,494,848

Other film production loans               1,033,000     1,026,585

Accounts payable and accrued              7,300,864     6,781,491
expenses

Accrued Interest Payable                  1,657,385     1,102,046

Deferred Revenue                            617,116       708,293

Due to related parties                      681,882       681,882

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

Total Current Liabilities                13,538,283    13,116,145

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

Long-term debt:

Debentures Payable

     Series A                             6,533,646     6,533,646

     Series B                             8,500,000     8,500,000

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

 Total Debentures Payable                15,033,646    15,033,646

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

Total Liabilities                        28,571,929    28,149,791

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

Commitments and Contingencies:



Stockholders' Equity (Deficit):

Preferred stock 200,000,000
authorized, par value $.001,
2,000,000 designated Class B,
1,556,728 issued and outstanding at
June 30, 2004 and December 31,
2003, respectively                            1,557        1,557

Common stock, 300,000,000
authorized $.001 par value,
80,921,739 and 60,695,938 issued
and outstanding at June 30, 2004
and December 31, 2003, respectively          80,922        60,696

Additional paid-in capital               42,563,949    36,393,525

Unamortized finance costs on
debentures payable                        (566,667)   (1,249,364)

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

Retained earnings (deficit)            (56,240,279)  (47,587,768)

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

  Total Stockholders' Equity
  (Deficit)                            (14,587,578)  (12,808,414)

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

  Total Liabilities and
  Stockholders' Equity (Deficit)        $13,984,351   $15,341,377

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

____________________

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



<PAGE>


 (b)  Consolidated Statements of Operations for the three month
periods ended June 30, 2004 and 2003 and for the six months periods
ended June 30, 2004 and 2003


          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)

<TABLE>
<S>                                   <C>          <C>
                                        For the       For the
                                         Three     Three Months
                                         Months     Ended June
                                       Ended June     30, 2003
                                        30, 2004

Sales:

Product sales - IBS distributor                  $-       $10,125

Product sales - Gospel of John            2,497,114             -

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

Total Sales                               2,497,114        10,125



Cost of Goods Sold (includes
$1,669,817 and $586,011 amortization
of film costs for the six and three
months ended June 30, 2004 and $0
for the six and three months ended
June 30, 2003, respectively)                995,572         4,000

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

Gross Profit                              1,501,542         6,125

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

Costs and Expenses:

General and administrative                1,740,265     1,726,947

Advertising, marketing and selling
expenses                                    372,876             -

Royalty expense                             366,414             -

Costs relating to stock issued as
additional imputed interest expense
and for general and administrative
expenses                                          -             -

Provision for doubtful accounts                   -             -

Interest and finance costs expense        4,818,009       459,975

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

                                          7,297,564     2,186,922

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



Net Income (Loss) before Income Taxes   (5,796,022)   (2,180,797)

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



Provision (Credit) for Income Taxes              -             -

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

Net (Loss)                              (5,796,022)   (2,180,797)

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

(Loss) per Share:

Basic and diluted (loss) per common
share:                                      $(0.08)       $(0.05)

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



Basic and diluted weighted average
of common shares outstanding             70,643,304    43,780,547

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




<TABLE>
<S>                                   <C>          <C>
                                      For the Six   For the Six
                                         Months    Months Ended
                                       Ended June  June  30,
                                        30, 2004   2003

Sales:

Product sales - IBS distributor             $91,177       $49,532

Product sales - Gospel of John            6,717,338             -

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

Total Sales                               6,808,515        49,532



Cost of Goods Sold (includes
$1,669,817 and $586,011 amortization
of film costs for the six and three
months ended June 30, 2004 and $0
for the six and three months ended
June 30, 2003, respectively)              2,943,875        19,087

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

Gross Profit                              3,864,640        30,445

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

Costs and Expenses:

General and administrative                2,624,154     2,565,007

Advertising, marketing and selling
expenses                                  3,096,111             -

Royalty expense                             488,948             -

Costs relating to stock issued as
additional imputed interest expense
and for general and administrative
expenses                                    155,262             -

Provision for doubtful accounts             300,000             -

Interest and finance costs expense        5,852,676       589,545

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

                                         12,517,151     3,154,552

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



Net Income (Loss) before Income Taxes   (8,652,511)   (3,124,107)

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



Provision (Credit) for Income Taxes              -             -

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

Net (Loss)                              (8,652,511)   (3,124,107)

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

(Loss) per Share:

Basic and diluted (loss) per common
share:                                      $(0.13)       $(0.07)

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



Basic and diluted weighted average
of common shares outstanding             66,061,725    44,506,137

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


___________________

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



<PAGE>


 (c)  Consolidated Statements of Cash Flows for the six month periods
ended June 30, 2004 and 2003


          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)



<TABLE>
<S>                                 <C>            <C>
                                     For the Six    For the Six
                                     Months Ended  Months Ended
                                     June 30, 2004 June 30, 2003
                                      ----------     ----------

Cash Flows from Operating
Activities:

Net (loss)                             $(8,652,511)  $(3,124,107)

Adjustments to reconcile net
(loss) to net cash used in
operating activities:

Depreciation and amortization                21,072       105,922

Amortization of finance costs on
debentures payable                          682,697       206,430

Amortization of film costs                1,669,817             -

Provision for doubtful accounts             300,000             -

Issuance of common stock for
finance costs                             4,197,009             -

Change in operating assets and
liabilities:

Accounts receivable                     (1,258,210)        64,327

Inventories                                (84,997)        19,020

GST Receivables                                   -     (160,374)

Film costs, Production Costs                      -  (10,068,644)

Prepaid expenses and other current
assets                                      120,071      (50,984)

Accounts payable and accrued
liabilities                               2,113,014     2,530,900

Deferred revenues                          (91,177)     (109,815)

Accrued interest payable                    555,339       436,129

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

Net (used in) provided by
operating activities                      (427,877)  (10,151,196)

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

Cash Flows from Investing
Activities:

Cash in escrow                          (1,272,365)      166,817

Acquisition of property and
equipment                                   (6,500)      (6,676)

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

Net cash (used in) provided by
investing activities                    (1,278,865)      160,141

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

Cash Flows from Financing
Activities:

Proceeds from issuance of common
stock                                       400,000             -

Proceeds from debentures payable                  -    4,750,000

Proceeds from film production
financing                                         -    3,015,130

Repayments of other film
production loans                          (486,397)             -

Proceeds from related party loans                 -     1,601,530

(Repayment) of notes payable               (75,000)             -

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

Net cash provided by (used in)
financing activities                      (161,397)     9,366,660

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

Net Increase in cash and cash
equivalents                             (1,868,139)     (624,395)

Cash and cash equivalents,
beginning of period                       2,204,949       946,462

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

Cash and cash equivalents, end of
period                                     $336,810      $322,067

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



Supplemental Disclosure of Cash
Flow Information:

Interest paid during the period             $924,33       $3,587

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

Income taxes paid during the period            $ -           $ -

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

Supplemental Disclosure of Noncash
Investing and Financing Activities:

Common stock issued on conversion
and settlement of debt and
accounts payable                        $ 1,593,641            $-

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

Common stock issued in connection
with debentures debt refinance           $4,197,009            $-

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


</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)

                            June 30, 2004



1.  THE COMPANY

Visual Bible International, Inc. ("Visual Bible International",
"VBII" or "the Company") is a global faith-based media company which
has secured 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 and a
production of a word-for-word film adaptation of The Gospel of John
was released during September 2003.

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
regardless of their religious affiliation, culture or geographic
location.  The Company intends to acquire additional intellectual
property rights, producing new products and intends to build its
sales and distribution networks to position itself as the
pre-eminent creator and distributor of the word-for-word productions
of the Bible.

As reported in the audit report on the financial statements of the
Company for the fiscal year ended December 31, 2003, dated May 22,
2004 and included within the Company's Form 10-KSB filing for 2003
the financial statements have been prepared assuming that the
Company will continue as a going concern for which there exist
substantial doubt.

As discussed within the Form 10-KSB and the incorporated financial
statements the Company during the first quarter of 2004 entered into
a number of agreements and concluding on April 1, 2004 collectively
the "Forbearance Documents" with its significant debt holders,
creditors and vendors many of whom are also major stockholders and
included a member of the Company's Board of Directors at that time.

Since May of 2004 the Company has been operating under these
agreements that basically provide for an agent, the "Disbursement
Agent" to distribute the film revenues in a prescribed manner. At
June 30, 2004 this cash has been reported as Escrowed Cash.

The terms of the agreements provide that the Company will share in
portion of certain revenues received which may or may not be
sufficient to cover the Company's current operating and
administrative expenses or costs to market the film.

Should the Company be unable to attract new capital, restructure
their existing agreements or to reach a major distribution agreement
or agreements there remains substantial doubt about the Company's
continued existence.

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 22, 2004 for the
year ended December 31, 2003.

The statements of operations for the six months ended June 30, 2004
and 2003 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.

3.  STOCKHOLDERS' EQUITY (DEFICIT)

During February and March, 2004, the Company issued 621,049 shares
of the Company's common stock valued at $0.25 to certain parties in
connection with post production financing and loan guarantees.

During the second quarter ended June 30, 2004 the Company issued
15,033,645 shares to its debenture holders in connection with the
refinance of the debenture's debt valued at $0.25 per share.
In addition the Company has issued 1,471,107 shares in settlement of
certain accounts payables and debts also amounting to $1,471,107.

In addition the Company issued 800,000 shares to the American Bible
Society in settlement of royalties owed to them amounting to $122,534.

Also during May and June, 2004 the Company concluded a private
placement of 800,000 shares at $0.50 per share and received $400,000.


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 popular versions of the
Bible. We have produced and released in the fall of 2003 the
word-for-word film adaptation of The Gospel of John.  Our primary
strengths are our intellectual property rights to the visual
representation of popular versions of the Bible, our creative
constituents and our sales and distribution networks. The Bible
remains the largest selling book of all-time and Bible sales are
driven by Bible translations.  From the American Bible Society we
have secured the exclusive worldwide rights to develop, produce and
market film adaptations on a word-for-word basis in the English
language from the American Bible Society's Good News Translation
Bible and Contemporary English Version, including both Books of the
Old and New Testaments.  We also could have access, as negotiated,
to non-English translations of the Bible from the United Bible
Societies and their affiliates.  The Good News Translation Bible
represents a significant portion of US Bible sales and has sold
approximately 140 million Bibles worldwide.  The Latin American
Spanish translation of The Gospel of John has been licensed to us.
The US Latino population is in excess of 35 million.

Although, based upon our exclusive license we believe that others
are unable to recreate our video products exactly in the versions we
utilize, we recognize that others presently do and may in the future
create products and services that are directly competitive with our
products. There are a myriad of products and services offered by
numerous individuals, for profit companies and non profit companies
and organizations targeted toward our customers and potential
customers. However, due to our exclusive license agreement, we
believe that for so long as this agreement remains in effect any
potential customer specifically seeking video recreations of the
versions of the Bible produced by us under our license agreement
would be required to purchase our product.
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 very significant.

Results of Operation

Sales for the three month period ended June 30, 2004 totalled
$2,497,114 compared to $10,125 reported in the corresponding 2003
period. The increase in sales was attributable to the retail, rental
and direct response marketing initiatives associated with the
word-for-word film adaptation of The Gospel of John.  The production
was not completed in the 2003 period.

Costs of goods sold increased in the three months ended June 30,
2004 to $995,572 from $4,000 in the 2003 corresponding period.  The
increase was due to the marketing of The Gospel of John.

General and administrative expenses of $1,740,265 for the three
month period ended June 30, 2004 increased 0.8% over the $1,726,947
amount incurred in the corresponding 2003 three month period.  The
current quarter expenses include $1,259,699 consisting of
professional fees of approximately $830,090 plus foreign currency
accumulated and current translation in the amount of $429,609.  The
expenses in the current period were primarily in support of the
Company's new production, The Gospel of John.  Professional fees
were incurred in the amount of approximately $1,240,000 for the
three months ended June 30, 2003.

Interest and finance costs for the quarter ended June 30, 2004 were
in the amount of $4,818,009 and were mainly associated with the
Company's debenture issues. This includes $3,758,411 relating to the
issuance of 15,033,645 shares to the Company's debentureholders
valued at $0.25 per share.  The Company had outstanding $6,533,645
of Series "A" debentures during the second quarter 2004 and
comparable 2003 period.  The Company issued $8,500,000 of Series "B"
debentures at the end of August, 2003.  Accordingly, during the
quarter ended June 30, 2003 there were no interest charges relating
to the Series "B" debentures.

Sales for the six month period ended June 30, 2004 were $6,808,515
an increase of $6,758,983 from $49,532 in the same 2003 period.  The
increase in sales was attributable to the retail, rental and direct
response marketing initiatives associated with the film adaptation
of The Gospel of John.  The production was not completed in the 2003
period.

Costs of goods sold increased in the six months ended June 30, 2004
to $2,943,875 from $19,087 in the 2003 corresponding period.  The
increase was due to the marketing of The Gospel of John.

General and administrative expenses of $2,624,154 for the six months
ended June 30, 2004 increased 2.3 % over the $2,565,007 incurred in
the corresponding 2003 six month period.  The current six month
period included $1,621,699 consisting of professional fees of
approximately $1,192,090 plus foreign currency accumulated and
current translation in the amount of $429,609.  In the 2003 six
month period professional fees were approximately $1,590,000.
During the 2003 six month period, expenses related to the film
production and start of marketing for The Gospel of John.

For the six months ended June 30, 2004, interest and finance costs
were $5,852,676 compared to $589,545 for the 2003 six month period.
The current six month period included $3,758,411 relating to the
issuance of 15,033,645 shares to the Company's debentureholders
valued at $0.25 per share.  The Company had outstanding $6,533,645
of Series "A" debentures during the 2004 and comparable 2003 six
month period.  The Company issued $8,500,000 of Series "B"
debentures at the end of August, 2003.  Accordingly, during the six
months ended June 30, 2003, there were no interest charges relating
to the Series "B" debentures.

Liquidity & Capital Resources

At June 30, 2004, we had approximately $337,000 in cash and cash
equivalents, exclusive of a cash escrow amount of $1,272,000 and a
working capital deficit of $14,588,000.  The primary source of
liquidity to meet our obligations during the three months ended June
30, 2004 was provided from the sales for DVD/video units of The
Gospel of John.

For fiscal year 2004, we anticipate cash needs of approximately
$6,250,000, consisting of approximately $750,000 for marketing of
The Gospel of John, approximately $2,000,000 relating to operations,
approximately $3,500,000 earmarked for reduction of liabilities,
exclusive of payments of interest and principal relating to the
debentures, which was subject to a Forbearance Agreement until July
31, 2004.  We expect these cash needs to be funded by our collection
of accounts receivable principally arising from sales of DVD/video
units of The Gospel of John, additional sales of DVD/video units and
other sources of capital.  Without the collection of such accounts
receivables, additional sales and other sources of capital, our
revenue from operations will not be sufficient to sustain our
current working capital obligations and requirements.


Item 3.  Controls and Procedures.

a.)  Our principal executive officer and our principal financial
officer have 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 have 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.


<PAGE>


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

     In connection with certain litigation instituted by Elly
Herbert Reisman, Edward Rosenblat, Red Brook Developments Limited
and SOHO Financial, a division of 1061569 Ontario Limited (the
"Plaintiffs") instituted against Harold Kramer (the "Defendant")in
the Ontario Superior Court of Justice, the Defendant, on August 9,
2004, filed defenses and counterclaims, certain of which
counterclaims (the "Applicable Counterclaims") were instituted
against us, Maurice Colson, Myron Gottlieb and Garth Drabinsky.

     The central allegations made by the Defendant against us as
part of the Applicable Counterclaims are that we wrongfully
dismissed Defendant and terminated his employment contract of
Defendant without cause Defendant is seeking (i) damages in the
amount of $1,500,000 for breach of contract and wrongful dismissal;
(ii) aggravated and punitive damages in the amount of $500,000;
(iii) pre and post judgment interest; and (iv) costs of the action.

     As previously reported in our Form 10-KSB for the fiscal year
ended December 31, 2004 and in our Form 10-QSB for the quarter ended
March 31, 2004, Harold Kramer was acting as our executive vice
president, secretary and chief financial officer from June 13, 2002
until May 22, 2004, when Mr. Kramer was removed as our Chief
Financial Officer, due in part, to a certain letter from Mr. Kramer
to us dated May 20, 2004 (the "Kramer Letter")which Kramer Letter
was filed by us as an Exhibit to our Form 10-KSB for the fiscal year
ended December 31, 2003.  We strongly disagreed with each and every
of the allegations contained as part of the Kramer Letter and after
evaluating our relationship with Mr. Kramer and the terms of our
employment agreement with him, we elected to terminate the
employment agreement for cause

Item 2.   Changes in Securities.

(c).

     We expect (i) to issue an aggregate of 1,471,107 shares of our
common stock to Lang Michener, LLP, Edward H. Gilbert, P.A.,
Goodmans, LLP, Deluxe Laboratories and JBM Entertainment(those
creditors identified in section 7.1(n)(ii) of the Second Forbearance
Agreement)as required by section 7.1(n)(i)(A) of the Second
Forbearance Agreement; and (ii) to issue 1,500,000 shares of our
common stock to JBM in connection with the termination of the JBM
Agreement (as same is described hereinafter).  There will be no
commissions or discounts associated with the issuance of our common
stock described above.

     We expect to claim exemption from the registration provisions
of the Act with respect to issuance of our shares pursuant to
Section 4(2) thereof inasmuch as no public offering will be
involved.  In connection with the issuance of the shares of our
common stock, the purchasers thereof 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 the purchasers thereof will have had knowledge and
experience in financial matters such that the purchasers will be
capable of evaluating the merits and risks of acquisition of our
common stock.  All of the shares of our common stock to be issued
pursuant to the foregoing will bear an appropriate legend
restricting the transfer of same, except in accordance with the
Securities Act.

     We concluded an offering of 800,000 shares of our common stock
to approximately 10 accredited investors at an offering price of
$.50 per share (the "Current Offering").  We have not yet issued the
shares to the purchasers thereof, but we expect to do so in the near
future.  There are no commissions or discounts associated with the
Current Offering.  We will claim exemption from the registration
provisions of the Act with respect to the common stock issued as
part of the Current Offering pursuant to Section 4(2) thereof
inasmuch as no public offering was involved.  In connection with the
issuance of the common stock, the purchasers thereof made an
informed investment decision based upon negotiation with us and were
provided with access to material information regarding us.  We
believe that each such purchaser had knowledge and experience in
financial matters such that such purchaser was capable of evaluating
the merits and risks of acquisition of the common stock.  All
certificates representing the common stock issued as part of the
Current Offering will bear an appropriate legend restricting the
transfer of such shares, except in accordance with the Securities Act.

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)  The following sets forth certain information with respect
to our current executive officers and directors.

<TABLE>
<S>                          <C>    <C>
Name and Address             Age    Positions with the Company

Maurice Colson (1)           61     Chief Executive Officer,
64 Russell Hill Road                Interim Chief Financial
Toronto, Ontario M4V 2T2            Officer, President,
Canada                              Secretary and Director

Marlene C. Hore(2)           60     Director
81 Roxborough Street West
Toronto, Ontario M5R 1T9
Canada

(3)Paul A. Carroll           62     Director
159 Frederick Street
Suite 1002
Toronto, Ontario M5A 4P1
Canada


</TABLE>

(1)Maurice Colson has been a director since June 13, 2002 and became
our chairman on January 27, 2004.  On February 6, 2004, Mr. Colson
became our Chief Executive Officer, president and secretary, and on
May 22, 2004, Mr. Colson became our interim Chief Financial Officer.


(2)Marlene C. Hore has been a director since June 18, 2004.  From
2001 to the present Ms. Hore has served as the creative head of
Afrm2.Top Advertising and from 1995 to 2001 she was the founding
partner and creative director of the Ongoing Partnership
Advertising.  Ms. Hore serves as a director of the George Brown
Foundation.

(3)Paul A. Carroll has been a director since June 18, 2004.  Mr.
Carroll is the President and CEO of Carnarvon Capital Corporation, a
Toronto-based investment management and venture capital company with
specific reference to the mining and real estate development
industries.  He is also President and CEO of Diadem Resources, Ltd.,
a Toronto-based diamond exploration and development company.  Prior
to January 1, 2003, Mr. Carroll was Counsel to Gowling Lafleur
Henderson LLP., a major Canadian law firm, and its predecessor firm
Smith Lyons.   Mr. Carrolls has a combined 39 years of active
practice with Smith Lyons and Gowlings, where he specialized in
corporate and securities law;  natural resources law; real estate
finance and development law; and International trade and investment
law.  Currently, Mr. Carroll serves as a Director of the following
publicly traded companies: Dundee Bancorp Inc.; Diadem Resources
Ltd.; Crowflight Minerals Inc., Argus Corporation Limited, World
Wide Minerals Ltd.; Riphean Platinum Corporation and Juno Limited.
Juno Limited controls two London-listed public mining companies,
Anglesey Mining PLC and Irish Marine Oil Ltd.  Mr. Carroll graduated
from the University of Toronto in 1962 where he received a B.A.
degree specializing in political science and economics. He obtained
his LL. B. degree from Osgoode Hall Law School in Toronto in 1965.

     (b) Not applicable


<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 (1 for 2
        combination) of Visual Bible International, Inc. dated
        April 3, 2001 (4)

3.8     Amended and Restated Articles of Incorporation (1 for 3
        combination)of Visual Bible International, Inc. dated
        September 10, 2001 (5)

3.9     Amended and Restated Articles of Incorporation (1 for
        10 combination) of Visual Bible International, Inc.
        dated February 19, 2002 (6)

3.1     Amendment to the Articles of Incorporation (Series A
        Preferred designation) of Visual Bible International,
        Inc., dated March 28, 2002 (8)

3.11    Amendment to the Articles of Incorporation
        (capitalization increase) of Visual Bible
        International, Inc., dated April 15, 2002 (7)

3.12    Amendment to the Articles of Incorporation (Series B
        Preferred designation) of Visual Bible International,
        Inc., dated December 17, 2002 (8)

4.1     Form of A Unit Debenture dated December 24, 2002 (8)

4.2     Form of A Unit Warrant dated December 24, 2002 (8)

4.3     Form of A Unit Registration Rights Agreement (8)

4.4     Form of A Unit Investor Rights Agreement (8)

4.5     Addenda to A Unit Debentures (First Addendum, Second
        Addendum, Third Addendum and Fourth Addendum)(8)

4.6     Addendum to A Unit Debentures (Fifth Addendum)(10)

4.7     Form of B Unit Debenture(10)

4.8     Form of B Unit Warrant Agreement(10)

4.9     Form of B Unit Registration Rights Agreement(10)

4.1     Conditions Precedent Agreement(10)

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)

10.4    The JBM Management Agreement and Amendments (8)

10.5    The Velveteen Consulting Agreement (8)

10.6    The 148 Ontario Consulting Agreement (8)

10.7    Agreement to Provide Guaranty (8)

10.8    The Fulfillment Services Agreement (11)

10.9    The Forbearance Agreement (11)

10.11   The Second Forbearance Agreement (11)

10.12   The Deluxe Inventory Security Agreement (11)

10.13   The Priorities Agreement (11)

10.14   The Security Agreement (11)

10.15   The Second Priorities Agreement (11)

10.16   The Disbursement Agreement (11)

10.17   The Rescission Agreement (11)

10.18   The 108 Ontario Consulting Agreement (11)

21.1    List of Subsidiaries (11)

31.1    Certification of Chief Financial Officer under Rule
        13a-14(a)/15d-14(a)(12)

31.2    Certification of Chief Executive Officer under Rule
        13a-14a/15d-14(a)(12)

32.1    Certification of Chief Financial Officer under Section
        1350(12)

32.2    Certification of Chief Executive Officer under Section
        1350(12)

99.1    Letter from Harold Kramer (11)


</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
16, 2003 and incorporated herein by reference.

(9)  Previously filed with Form 10-QSB of the Company filed on May
23, 2003 and incorporated herein by reference.

(10) Previously filed with Form 10-QSB of the Company for the
quarter ended September 30, 2003 and incorporated herein by reference.

(11) Previously filed with Form 10-KSB of the Company for the fiscal
year ended December 31, 2003 and incorporated herein by reference.

(12)  Filed electronically herewith.


     (b)  Reports on Form 8-K.


     We filed a report on Form 8-K on March 4, 2004, reporting on
items 5 and 6.

     We filed a report on Form 8-K on April 23, 2004, reporting on
items 5 and 6.


<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: 08/24/04                By: /s/ Maurice Colson
                              -----------------------------
                              Maurice Colson, President and
                              principal executive officer



Date: 08/24/04                By: /s/ Maurice Colson
                              -----------------------------
                              Maurice Colson, principal financial officer