SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 10-QSB

(Mark One)

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

     For the quarter ended June 30, 2002

                                  OR

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

     For the transition period from __________ to __________


                   Commission file number 000-26037

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


            Florida                        65-1030068

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


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


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


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


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

                          YES [X]   NO [  ]

State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
August 16, 2002, there were 11,629,156 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, 2002 and December
     31, 2001

(b)  Consolidated Statements of Operations for the six month periods
     ended June 30, 2002 and June 30, 2001

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

(d)  Notes to Financial Statements

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

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings.

Item 2.    Changes in Securities.

Item 3.    Defaults on Senior Securities.

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

Item 5.    Other Events.

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

SIGNATURES


<PAGE>


ITEM 1.   FINANCIAL STATEMENTS.


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

          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

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

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

Current Assets:

 Cash and cash equivalents               $2,988,080       $62,034

 Cash in escrow                             166,817            -

 Accounts receivable, net                    84,535        13,348

 Inventories                                464,911       539,374

 Prepaids and other current assets          155,610        56,586

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

  Total Current Assets                    3,859,953       671,342



Property and Equipment, Net of               10,500        14,000
Accumulated Depreciation

Intangible Assets, Net of                   800,112     1,000,112
Accumulated Amortization

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

  Total Assets                            4,670,565    $1,685,454

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

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current Liabilities:

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

 Accounts payable and accrued             3,591,865     5,923,437
 expenses

  Deferred revenue                        1,225,809       823,636

 Due to current and former related          781,882     5,737,925
 parties

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

  Total Current and Total                 5,824,556    12,845,231
  Liabilities

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

Commitments and Contingencies

Stockholders' Equity (Deficit):

 Preferred stock, class B,                    1,557            -
 200,000,000  authorized $.001 par
 value, issued  or outstanding at
 December 31, 2001 and December 31,
 2000

 Common stock, 300,000,000                   39,957         2,294
 authorized $.001 par value,
 39,956,824 and 2,293,576 issued
 and outstanding at June 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)           (35,047,139)  (35,429,903)

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

  Total Stockholders' Equity            (1,153,991)  (11,159,777)
  (Deficit)

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

  Total Liabilities and                  $4,670,565    $1,685,454
  Stockholders' Equity (Deficit)

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

____________________

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


<PAGE>



(b)  Consolidated Statements of Operations for the six month periods
     ended June 30, 2002 and June 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 Six  For the Six
                                       Three     Three Months  Months Ended Months Ended
                                    Months Ended Ended          June 30,     June 30,
                                     June 30,     June 30,     2002         2001
                                    2002         2001           ----------   ----------
                                     ----------    ----------

Sales:

 Royalty income                           $83,508      $201,528     $197,827      314,121

 Product sales                             67,543       165,597      145,014      221,269

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

  Total Sales                             151,051       367,125      342,841      535,390

Cost of Goods Sold                         10,000        12,396       22,000       20,384

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

Gross Profit                              141,051       354,729      320,841      515,006

Costs and Expenses:

 Selling, general and                     472,680     1,981,831    1,106,435    2,924,680
 administrative

 Costs relating to stock issued           888,000    13,057,500      888,000   13,057,500

 Write off production costs                    -      3,354,458           -     3,515,295

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

                                        1,360,680    18,393,789    1,994,435   19,497,475

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

Gain on settlement of liabilities       2,056,358            -     2,056,358           -

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

Net Income (Loss) from Operations         836,729  (18,039,060)      382,764 (18,982,469)
before income taxes

Provision (Credit) for Income Taxes            -             -            -            -

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

Net Income (Loss)                         836,729  (18,039,060)      382,764 (18,982,469)

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

Income (Loss) per Share:

 Basic and diluted income (loss)            $0.10     ($106.12)        $0.07    ($131.96)
 per share:

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

Basic and diluted common shares         8,662,934       169,995    5,533,546      143,850
outstanding

                                       ==========    ==========   ==========   ==========
</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, 2002 and June 30, 2001

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

Cash Flows from Operating Activities:                         $382,764       ($18,982,469)

 Net income (loss)

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

  Depreciation and amortization                                203,500             145,500

  Gain on settlements                                      (2,056,358)                  -

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

  Write down of inventory                                           -              350,000

  Issuance of common stock                                          -           13,057,500

 Change in operating assets and liabilities:

  Accounts receivable                                         (71,187)            (26,524)

  Inventories                                                   74,463         (1,629,734)

  Due to/from affiliate                                              -           2,708,266

  Prepaid expenses and other current assets                   (99,024)               9,188

  Accounts payable                                             198,775           1,727,117

  Deferred revenues                                            402,173           (124,121)

  Other assets                                                      -                3,153

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

   Net cash (used in) provided by operating activities       (964,894)              22,229

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

Cash Flows from Investing Activities:

 Cash in escrow                                              (166,817)                  -

 Acquisition of property and equipment                              -                   -

 Advance of security deposit                                        -                   -

 Acquisition of intangibles                                         -                   -

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

  Net cash used in investing activities                      (166,817)                  -

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

Cash Flows from Financing Activities:

 Payment of notes payable                                     (35,233)           (976,795)

 Proceeds from note payable financing                               -              709,778

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

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

  Net cash provided by (used in) financing activities        4,057,757              17,983

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

Net Increase in Cash and Cash Equivalents                    2,926,046              40,212

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

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

Cash and cash equivalents, end of period                    $2,988,080            $103,657

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

Supplemental Disclosure of Cash Flow Information:

 Interest paid during the period                                  $394              $5,132

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

 Income taxes paid during the period                              $ -                 $ -

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

Supplemental Disclosure of Noncash Investing and
Financing Activities:

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

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

 Common and preferred stock issued on conversion and        $5,430,032                  -
 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)
                            JUNE 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 pursuing 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 six months
ended June 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.

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 $503,033 and 777,500 shares
of its common stock valued at $38,875 which resulted in the Company
recognizing a gain of $2,056,358 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.

Board of Directors and Advisory Committee

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 Dr. Jon S.
Dellandrea, Professor of Faculty Management, University of Toronto,
Pamela Wallin, Peter Richardson, Professor Emeritus, Center and
Department for the Study of Religion, University of Toronto, Maurice
Colson, an independent investment banker and Moshe Safdie, an
internationally renowned architect. Pamela Wallin recently resigned
as a requirement of her appointment as Canadian Consul General to
the United States of America.  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 distinguished academic
theologians representing a broad spectrum of religious persuasions.
The role of the advisory committee will be 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.

The Company entered into a sub-lease agreement with its Chairman of
the Board or a Company controlled by him for office space in
Toronto, Canada. The Agreement provides for temporary space from
June to September 30, 2002 at the existing rate of approximately $6
per square foot, net. Commencing October 1, 2002, the rate will
change to the fair market 5 year renewal rate of approximately $9
per square foot net 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 June 30, 2002
consolidated balance sheet.

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 the stock combinations
discussed above, the Company had 39,956,824 and 2,293,576 shares of
common stock issued and outstanding at June 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 for three month period ended June 30, 2002 of
$151,051 were approximately 59% less than the net sales amount of
$201,528 for the corresponding 2001 period as no new product or
repackaging of existing product was available.  For the six month
period ended June 30, 2002, net sales totaled $342,841, a decrease
of 36% as compared to the six month period ended June 30. 2001.  The
explanation for the decrease in the 2002 second quarter was the
primary reason for the decline in net sales for the six month period
ending June 30, 2002 when compared to the corresponding period a
year earlier.

     The impact of limited resources was reflected in the reduction
in selling, general and administrative expenses as the second
quarter total of $472,680 was 138% or $1,509,000 lower than the
three month period ended June 30, 2001.  In addition, at the end of
the 2002 second quarter the Company had only one employee whereas in
the corresponding period a year ago there were approximately 10
employed.  For the six month period ended June 30, 2002, Selling,
general and administrative expense of $1,105,436 were 63% lower than
the corresponding 2001 period, primarily as a result of the decline
experienced in the 2002 second quarter.

     Costs of $888,000 related to the issue of stock in the second
quarter of 2002 were $12.2 million lower than the first quarter of
2001 as the Company issued common stock valued at $1,110,000 for
services rendered as compared to the issue of $5,930,000 in the 2001
second quarter for similar reasons.

     In the 2002 second quarter the Company had a gain of $2,056,358
related to the negotiation, settlement and reduction of liabilities.
 There was no corresponding settlements in the previous 2001 periods.

Liquidity and Capital Resources

     At June 30, 2002 the Company had $3.2 million in cash and cash
equivalents and a working capital deficit of $2.0 million as
compared to $104,000 in total cash and a working capital deficit of
$9.4 million at June 30, 2001. The substantial improvement in these
measurements arose as a result of the issue of $4.5 million in
common stock for cash, the conversion of $4.6 million of debt into
equity and the settlement of debt which resulted in a $2.1 million
gain.

     For the remainder of the 2002 fiscal year, the Company
anticipates that it require approximately $2.5 million in cash to
carry on its operations and business plan.


<PAGE>



PART II.  OTHER INFORMATION


     ITEM 2.   CHANGES IN SECURITIES.

a).  Not Applicable.

b).  Not Applicable.

c).

     1.  On June 17, 2002, we issued an aggregate of 205,000 shares
     of our common stock (the "Initial Settlement Shares") to four
     parties in settlement of outstanding claims against us in the
     aggregate amount of approximately $826,000.  There were no
     commissions or discounts associated with such issuance of our
     common stock, such common stock is not convertible or
     exchangeable and there where 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 parties to whom
     securities were in connection foregoing, made an informed
     investment decision based upon negotiation with us and had
     access to material information regarding us.  We believe that
     all parties that acquired our securities 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 our securities.  All certificates
     representing the shares issued pursuant to the foregoing bear
     an appropriate legend restricting the transfer of such shares,
     except in accordance with the Securities Act.

     2. On July 17, 2002, we issued 8,970,000 shares of our common
     stock to 32 Non-U.S. Persons for an aggregate of $4,485,000 in
     cash (the "Recent Regulation S Offering").  There were no
     commissions or discounts associated with such issuance of our
     common stock except that we paid approximately $78,000 in
     finder's fees, such common stock is not convertible or
     exchangeable and there where 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 Regulation S promulgated
     thereunder.  Each of the parties to whom securities were issued
     in connection foregoing, made an informed investment decision
     based upon negotiation with us and had access to material
     information regarding us.  We believe that all parties that
     acquired our securities 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 our
     securities.  All certificates representing the shares issued
     pursuant to the foregoing bear an appropriate legend
     restricting the transfer of such shares, except in accordance
     with the Securities Act.

     3. On July 17, 2002, we issued 50,000 shares of our common
     stock to 1 Accredited Investor (as such term is defined under
     the Securities Act) for an aggregate of $25,000 in cash (the
     "Recent Regulation D Offering").  There were no commissions or
     discounts associated with such issuance of our common stock,
     such common stock is not convertible or exchangeable and there
     where 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 Rule
     506 under Regulation D promulgated thereunder.  The party to
     whom securities was issued in connection foregoing, made an
     informed investment decision based upon negotiation with us and
     had access to material information regarding us.  We believe
     that the party that acquired our securities pursuant to the
     foregoing had knowledge and experience in financial matters
     such that such party was capable of evaluating the merits and
     risks of acquisition of our securities.  The certificate
     representing the shares issued pursuant to the foregoing bear
     an appropriate legend restricting the transfer of such shares,
     except in accordance with the Securities Act.

     4. Our Board of Directors, at a meeting held on June 12, 2002,
     authorized the issuance of our securities as described
     hereinafter below.  As of the date hereof, the securities so
     authorized have not been issued, but we expect to do so in the
     near future.  The effect upon us of the issuance of such
     securities is discussed in Item 5, below.  Accordingly, the
     authorized issuance of our securities is as follows:

          A.   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, our Board of Directors
               authorized the  issuance of 1,573,500 shares of
               common stock (the "Regulation S Supplemental Shares")
               to 13 parties (the "Regulation S Shareholders").
               There will be 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 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 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 will be issued in connection
               foregoing, 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 all parties that will
               acquire the Regulation S Supplemental Shares pursuant
               to the foregoing will have had knowledge and
               experience in financial matters such that they will
               be 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
               will bear an appropriate legend restricting the
               transfer of such shares, except in accordance with
               the Securities Act.

          B.   In connection with certain requirements of the Small
               Consulting Agreement (as same is described in Item 5
               below), our Board of Directors authorized the
               issuance of 100,000 shares (the "Small Shares") of
               our common stock to Dr. Steven Small (Dr. Small
               became one of our Directors subsequent to the
               authorization of the issuance of the Small Shares,
               see Item 5, below).  There will be no commissions or
               discounts associated with the  issuance of the Small
               Shares, such Small Shares are not convertible or
               exchangeable and 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 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 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 Dr. Small will have had knowledge and
               experience in financial matters such that he will be
               capable of evaluating the merits and risks of
               acquisition of the Small Shares.  All certificates
               representing the Small Shares issued pursuant to the
               foregoing will bear an appropriate legend restricting
               the transfer of such shares, except in accordance
               with the Securities Act.

          C.   In connection with certain leasehold improvements
               provided by Capital Partners ("Capital Partners")
               under a sublease agreement (the "Sublease") with
               Capital Partners (as same is described in Item 5
               below), our Board of Directors authorized the
               issuance of 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 below).  There will 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 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 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 Capital Partners Shares, Capital Partners 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 Capital Partners will have had knowledge
               and experience in financial matters such that Capital
               Partners will be 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 will bear an
               appropriate legend restricting the transfer of such
               shares, except in accordance with the Securities Act.

          D.   In connection with the recognition by our Board of
               Directors of that certain employees, consultants and
               other parties associated with us (collectively, the
               "Entitled Parties") 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, our
               Board of Directors authorized the  issuance of
               2,796,668 shares of common stock (the "Entitled
               Parties Shares") to 7 Entitled Parties.  There will
               be no commissions or discounts associated with the
               issuance of the Entitled Parties Shares, such
               Entitled Parties Shares are not convertible or
               exchangeable and 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 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 Entitled Parties Shares will be issued in
               connection foregoing, 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 all
               parties that will acquire the Entitled Parties Shares
               pursuant to the foregoing will have had knowledge and
               experience in financial matters such that they will
               be 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 will bear an
               appropriate legend restricting the transfer of such
               shares, except in accordance with the Securities Act.

          E.   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, our Board of Directors authorized the
               issuance of 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).  There will be 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
               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 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 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 Common Shares.  All certificates
               representing the Pan Zone Common Shares issued
               pursuant to the foregoing will bear an appropriate
               legend restricting the transfer of such shares,
               except in accordance with the Securities Act.

          F.   In connection with closing of certain transactions
               (the "Transactions") between us and Covenant Film
               Productions, Inc. ("Covenant"), as such Transactions
               are described in Item 5 below, our Board of Directors
               authorized the issuance of 13,500,000 shares of our
               common stock (the "Covenant Parties Shares") to 6
               parties (the "Covenant Parties").  We anticipate that
               we will have a business relationship will some or all
               of the Covenant Parties (see Item 5 below).  There
               will be no commissions or discounts associated with
               the  issuance of the Covenant Parties Shares, such
               Covenant Parties Shares are not convertible or
               exchangeable and 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 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 Covenant Parties Shares, the Covenant
               Parties 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 Covenant Parties
               will have had knowledge and experience in financial
               matters such that the Covenant Parties will be
               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 will bear an
               appropriate legend restricting the transfer of such
               shares, except in accordance with the Securities Act.

          G.   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.  Before the issuance of the Pan Zone
               Preferred Shares, Pan Zone owned approximately
               1,125,000 shares(approximately, 10%) of our common
               stock  (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 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 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.

          H.   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, our
               Board of Directors authorized the issuance of 186,909
               shares of Series B Preferred Shares (the "Canco
               Preferred Shares") to Canco.  Before the issuance of
               the Canco Preferred Shares, Canco owned approximately
               100,000 shares(less than 1%) of our common stock (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.

          I.   In connection with outstanding debts due from us (the
               "Wong Debt") to Paul Wong ("Wong") and in order to
               settle the Wong Debt, our Board of Directors
               authorized the issuance of 185,455 shares of Series B
               Preferred Shares (the "Wong Preferred Shares") to
               Wong.  Before the issuance of the Wong Preferred
               Shares, Wong (along with the shares owned by
               Marketable Investments, Inc., which is beneficially
               owned by Wong)owned approximately 104,768 shares
               (less than 1%) of our common stock (See Item 5
               below).  Likewise, at the time of the authorization
               of the Wong Preferred Shares, Wong was a member of
               our Board of Directors (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.

     Upon issuance of our common shares as described in items A
through F above, we anticipate that approximately 40,000,000 shares
of our common stock will be outstanding and that after issuance of
our the preferred shares as described items G through I 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 4.   Submission of Matters to a Vote of Security Holders.

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

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

     On March 28, 2002 we amended our Amended and Restated Articles
by filing a Certificate of Designation in connection with our Series
A Preferred Stock.  We have not issued any Series A Preferred Stock
and we do not expect that any Series A Preferred Stock will be issued.


<PAGE>


     ITEM 5.   Other Information.

a).  On March 4, 2002, we executed a letter of intent with Covenant
     Film Productions, Inc. ("Covenant").  The letter of intent
     covers services that were to be provided by Covenant to us and
     our subsidiaries in connection with, among other things, the
     development of film adaptations, on a word-for-word basis, of
     Books of The Bible.  We executed definitive agreements (the
     "Transaction Agreements") and the closing of the transactions
     contemplated by the Transaction Agreements (the "Covenant
     Transaction") occurred on June 13, 2002 (the "Covenant
     Transaction Closing Date"). Pursuant to the Transaction
     Agreements, Covenant or its assignee, is responsible to, among
     other things, recruit senior management and consultants
     experienced in film production and marketing for us.  In
     addition, the Transaction Agreements provide that Covenant or
     its assignee will advise us on the recruitment of individuals
     to augment our Board of Directors and to assemble an advisory
     committee of theological scholars to collaborate with us in the
     creative development and film production processes.  Covenant
     assigned its rights and obligations under certain of the
     Transaction Agreements to JBM Entertainment, Inc.(see Item 4,
     c.), below). As a condition of the closing under the
     Transaction Agreements, we were required, among other things,
     to raise capital for general corporate purposes.  Accordingly,
     on the Covenant Transaction Closing Date, we concluded the
     Recent Regulation S Offering (see Item 2. c). 2., above) and
     the Recent Regulation D Offering (see Item 2. c). 3., above.
     Prior to the Covenant Transaction Closing Date, our then board
     of directors authorized the issuances of our shares of common
     stock as described in Item 2. c). 4., above.

b.)  In connection with the Covenant Transaction, Covenant was
     entitled to and our board of directors authorized the issuance
     of 13,500,000 shares of our common stock to Covenant and
     certain of its designees.  In that regard, we expect that
     Covenant will receive approximately 11,925,000 shares of our
     common stock and, at the direction of Covenant, Deluxe
     Laboratories, Inc. ("Deluxe Laboratories") will receive 125,000
     shares of our common stock, Deluxe Video Services, Inc.
     ("Deluxe Video") will receive 125,000 shares of our common
     stock, Think Film will receive 325,000 shares of our common
     stock, Waterloo Capital Corporation will receive 500,000 shares
     of our common stock and Joel B. Michaels will receive 500,000
     shares of our common stock.  Daniel Colson is the beneficial
     owner of Portland Holdings, Inc. ("Portland") and is the
     brother of Maurice J. Colson, one of the members of our current
     board of directors (see Item o. below).  Portland purchased
     2,500,000 shares of our common stock in the Recent Regulation S
     Offering.

c.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     reviewed the management, production and administration
     agreement (the "Management Agreement") to be executed by us and
     JBM Entertainment, Inc. ("JBM"), as the assignee of Covenant
     under certain of the Transaction Agreements and authorized us
     to execute the Management Agreement.  The Management Agreement
     provides, among other things, that for a period of 7 years JBM
     will be primarily responsible for all aspects of our creative
     development, production and marketing for all of our filmed
     productions and shall recruiting senior management and
     consultants experienced in these areas for us. JBM is owned and
     controlled by Joel B. Michaels.  Mr. Michaels acquired 500,000
     shares of our common stock at the direction of Covenant (see
     item b, above).  Under the Management Agreement, JBM will
     receive an annual fee of $600,000 plus reimbursement of
     expenses, and the fee will be increased by $100,000 per year
     commencing on completion of our  first film, provided that we
     commence not less than one new film during each subsequent
     fifteen month marketing period.

d.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     approved an 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").  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)is as
     follows:

     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.

e.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     approved the issuance of the Pan Zone Preferred Shares, the
     Canco Preferred Shares and the Wong Preferred Shares (all as
     such issuances are described in Item 2. C). 4. G., H., and I
     above).

f.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     reviewed the Small Consulting Agreement between us and Dr.
     Steven C. Small.  The term of the Small Consulting Agreement
     is for five years from June 1, 2002 and provides for annual
     compensation to Dr. Small in the amount of $90,000, which
     annual compensation shall automatically increase each year of
     the term thereof by 5% of the prior year's compensation.  In
     addition, the Small Consulting Agreement provides for our
     immediate issuance of 100,000 shares of our common stock to Dr.
     Small.  During the term of the Small Consulting Agreement, Dr.
     Small will serve as the chairman of our board of directors.
     Dr. Small is the beneficial owner of Capital Partners
     Corporation ("Capital Partners") and of Thornguard Productions,
     Inc. ("Thornguard Productions").  We executed a sublease with
     Capital Partners (see Item h.), below) and issued 200,000
     shares of our common stock to Capital Partners in connection
     with our acquisition of certain leasehold improvements under
     the sublease and Thornguard Productions purchased 500,000
     shares of our common stock in our Recent Regulation S Offering.

g.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     recognized the necessity for us to engage in certain business
     transactions through a wholly owned Ontario, Canada subsidiary,
     authorized us to undertake any and all necessary actions to
     establish Visual Bible International (Canada) Inc.(the "Canada
     Subsidiary") and to establish bank accounts for us and the
     Canada Subsidiary at such Canadian banks as determined
     appropriate by our officers.

h.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     reviewed a sublease agreement (the "Sublease Agreement") for
     executive offices for our Canada Subsidiary between our Canada
     Subsidiary and Capital Partners.  The Agreement provides for
     the sublease by our Canada Subsidiary of approximately 6,000
     square feet of office space from Capital Partners at the net
     rate of approximately $6.00 per square foot from June to
     September 30, 2002 at the existing rate of approximately $6 per
     square foot.  Commencing October 1, 2002, the rental rate will
     change to the then fair market rent which we believe will be
     approximately $9 per square foot net.  The sublease, likewise,
     provides for our acquisition of certain existing furniture and
     other leasehold improvements for the 200,000 shares of our
     common stock described in Item 5. f.), above.

i.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     authorized Covenant to negotiate settlements with various of
     our creditors.  As a result, we expect to reach agreement with
     various of our creditors to settle outstanding debt and debt
     claims in excess of $2,500,000 for cash payment of
     approximately $510,000 and the issuance of approximately
     778,000 shares of our common stock.  We may, likewise,
     negotiate settlements with other parties, but we are,
     currently, unable to accurately determine the amount or terms
     of such settlements.

j.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     authorized the issuance of 2,796,668 shares of our common stock
     to the Entitled Parties (see Item 2. c). 4. D., above).

k.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     authorized us to engage Harold Kramer as our executive vice
     president and chief financial officer and to enter into a five
     year employment agreement with Mr. Kramer.  The employment
     agreement provided for a 5 year term commencing on June 1,
     2002, and provides for an initial annual base salary of
     $192,500.  Such salary will increase 12.5% in the second year
     and will be not less than $300,000 in the third year with
     12.5% annual increases in each of years four and five of the term.

l.)  In connection with the Covenant Transaction, prior to the
     Covenant Transaction Closing Date, our then board of directors
     appointed 5 new members to the board of directors.  The 5 new
     members of the board of directors are Dr. Steven Small, Dr. Jon
     S. Dellandrea, Pamela Wallin, Peter Richardson and Maurice
     Colson.  Shortly after her appointment, Pamela Wallin resigned
     as a requirement of her appointment as Canadian Consul General
     to the United States of America, and Moshe Safdie was appointed
     as Ms. Wallin's replacement.  Dr. Steven Small has been
     appointed as the chairman of our board of directors.  After the
     appointment of the 5 new members of our board of directors,
     Daniel W. Johnson, Anthony Ng and Paul Wong resigned as
     directors, Daniel W. Johnson resigned as our president and
     James G. Petway resigned as our chief financial officer.

m.)  Our board of directors has appointed an advisory committee
     which includes distinguished academic theologians representing
     a broad spectrum of religious persuasions. The role of the
     advisory committee will be to collaborate with us in the
     creative development and film production process and to assist
     us with the choice of the appropriate books of the Bible to
     adapt into film productions, the suggested sequence thereof and
     the biblical translation and production design therefor.  The
     members of the Advisory Committee will serve a term of three
     years, which will be renewable and will receive such
     compensation as may be determined from time to time by our
     board of directors or our officers.


n.)  On the date hereof, after the issuance of the Initial
     Settlement Shares and the shares of our common stock issued in
     connection with the Recent Regulation S Offering Shares and the
     Recent Regulation D Offering and after giving effect to the
     issuance of our common stock in connection with those matters
     described in Item 2. C. 4. A - F above, but without giving
     effect to any conversion of the Class B Preferred Shares (See
     "Item 2., above) we would have had approximately 39,800,000
     shares of our common stock issued and outstanding. The
     following table sets forth certain information regarding the
     beneficial ownership of our common stock as of August 19, 2002
     of (1) each person who is know to us to own beneficially more
     than 5% of our common stock, (2) each of our directors and
     officers and (3) all of our directors and officers as a group:


<PAGE>


<TABLE>
<S>                          <C>              <C>
Name and Address of          Amount of        Approximate
Beneficial Owner             Beneficial       Percent of
                             Ownership (1)    Class (1)

Harold Karmer                                0              0.0


Dr. Steven Small                    800,000(2)              2.0

Dr. Jon S. Dellandrea                        0              0.0

Peter Richardson                             0              0.0

Maurice Colson                    1,250,000(3)              3.1

Moshe Safdie                                 0              0.0

Pan Zone, Inc. (4)
Jardine House
33 Reed Street
Hamilton HM12 Bermuda               11,125,000             28.0

Covenant Film Productions,                                 30.0
Inc.                                11,925,000

Portland Management                                         6.3
Limited(5)                           2,500,000

AGF Canadian Growth Equity           2,357,034              6.0
Fund

All directors and officers           2,050,000              5.1
as a group (6)
</TABLE>



(1) Unless otherwise noted below, we believe that all persons named
in the table have sole voting and investment power with respect to
all shares of our common stock beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from
the date hereof upon the exercise of warrants or options or the
conversion of convertible securities.   Each beneficial owner's
percentage ownership is determined by assuming that any such
warrants, options or convertible securities that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days from April 4, 2001, have been exercised.

(2) Includes 500,000 shares issued to Thornguard Productions, Inc.
("Thornguard") in connection with the Current Regulation S Offering.
Dr. Small beneficially owns all of the outstanding equity securities
of Thornguard.  Also includes 200,000 expected to be issued to
Capital Partners Corporation ("Capital Partners") in connection with
the Sublease Agreement (see Item 5. h)., above.  Dr. Small
beneficially owns all of the outstanding equity securities of
Capital Partners.

(3)Includes the 1,143,334 to be issued to Mr. Colson as an Entitled
Party (see Item 5. j)., above).

(4) Includes the shares of our common stock owned by Anthony Ng.
Anthony Ng beneficially owns all of the outstanding equity
securities of Pan Zone, Inc.

(5)Mr. Daniel Colson beneficially owns all of the outstanding equity
securities of Portland Management Limited.  Mr. Daniel Colson is the
brother of Mr. Maurice Colson, one of the members of our board of
directors.

(6) See Notes above.


o.)  Executive Officers and Directors.  The following table sets
     forth certain information with respect to our current executive
     officers and directors. Each director holds such position until
     our next annual meeting of shareholders and until such party's
     respective successor has been elected and qualifies.  Any of
     our directors may be removed with or without cause at any time
     by the vote of the holders of not less than a majority of our
     then outstanding common stock.  Other than as otherwise
     provided in an employment agreement, officers are elected
     annually by our board of directors.  Any of our officers may be
     removed with or without cause at any time by our board of
     directors although, in such event, we may incur certain
     liabilities under an applicable employment agreement.


<PAGE>


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

Harold Kramer                  63  Executive Vice President and
1235 Bay Street                    Chief Financial Officer
Suite 300
Toronto, Ontario  M5R 3K4
Canada

Dr. Steven Small               54  Director, Chairman of the
1235 Bay Street                    Board of Directors
Suite 300
Toronto, Ontario  M5R 3K4
Canada

Dr. Jon S. Dellandrea          52  Director
1235 Bay Street
Suite 300
Toronto, Ontario  M5R 3K4
Canada

Peter Richardson               67  Director
42 St. Andrews Gardens
Toronto, Ontario M4W 2E1
Canada

Maurice Colson                 60  Director
64 Russell Hill Road
Toronto, Ontario M4V 2T2
Canada

Moshe Safdie                   64  Director
1235 Bay Street
Suite 300
Toronto, Ontario  M5R 3K4
Canada


</TABLE>


     Harold Kramer has been acting as our executive vice president,
secretary and chief financial officer since June 1, 2002.  Mr.
Kramer is a chartered accountant and has over 30 years experience
with many operational and financial aspects of business operations.
Mr. Kramer served as Vice President Business Operations &
Development for Deluxe Laboratories from September 2000 until
becoming associated with us.  From July, 1999 until his association
with Deluxe, Mr. Kramer was an independent professional consultant
and from January of 1997 through June of 1999, Mr. Kramer served
President of Broadway Joe's and Chief Financial Officer of two
affiliates of Broadway Joe's involved in separate business operations.

     Dr. Steven Small has been a director and our chairman of our
board of directors since June 12, 2002.  Steven Small a D.D.S.
degree from the University of Toronto along with a specialty degree
in Anaesthesiology.  Dr. Small created a highly successful
professional partnership as founder and managing partner of the
largest dental group of its kind in North America.  Over the past 25
years, Dr. Small has taught at the University of Toronto as an
Associate Professor of Anaesthesia.  Currently, Dr. Small devotes
approximately 80% of his business time to his various venture
capital and merchant banking businesses and activities.  Dr. Small's
investment acumen, acquired through extensive experience, has
resulted in a wide variety of significant investment holdings
through Thorngard Capital Corporation.  Dr. Small has participated
in sourcing, analysis, negotiation, structuring, financing and
management within a wide variety of investment sectors during the
spectrum of economic cycles.  Dr. Small has served as a member of
many boards of directors and on committees of both private and
public companies.  Dr. Small is currently a Director of Capital
Partners Corporation, Thorngard Capital Corporation and
Knightsbridge Human Capital Management.

     Dr. Jon S. Dellandrea has been a director since June 12, 2002.
Jon S. Dellandrea earned Bachelor of Arts, a Masters of Education
and a Doctor of Education from the University of Toronto.  From 1994
to date, Dr. Dellandrea serves as Vice President and Chief
Advancement Officer and Professor of faculty management at the
University of Toronto, and serves as President of the University of
Toronto Crown Foundation.  Dr. Dellandrea is the recipient of
various honors and awards and has chaired and served in several
capacities with renowned boards and foundations.

     Professor Peter Richardson has been a director since June 12,
2002.  Professor Richardson earned a Bachelor of Architecture from
the University of Toronto, Bachelor of Divinity from Knox College,
Toronto and a Doctor of Philosophy from Cambridge University.
Currently, Professor Richardson is Professor Emeritus, Center and
Department for the Study of Religion, at the University of Toronto.
Over the years, Professor Richardson has received various honors and
fellowships, has chaired and served in several capacities on
renowned boards and foundations and has published and edited works
in the fields of architecture and religion.

     Maurice Colson has been a director since June 12, 2002.  Mr.
Colson earned a Bachelor of Arts at Loyola College and a Masters of
Business Administration from McGill University.  From 1991 to the
present Mr. Colson has been an independent investment banker serving
in various capacities, including Vice Chairman of Brenark Securities
and Executive Vice President of Dominick and Dominick.  Mr. Colson
has extensive investment banking experience.

     Moshe Safdie has been a director since August 14, 2002.  Moshe
Safdie earned a Bachelors degree in Architecture from McGill
University. For approximately the past 30 years, Mr. Sadfie has been
controlling and driving force of Moshe Safdie and Associates, a
noted architectural firm with over 14 major complexes currently
under construction, including the Khalse National Museum of the
Sikhs in Punjab, India, the Yad Vashem Holocaust Museum in
Jerusalem, Israel and the United States Institute of Peace
Headquarters in Washington, D.C.  Mr. Safdie is an internationally
renowned architect and over the past decade has been awarded with
numerous major cultural and educational commissions throughout the
United States, and with many awards, honorary degrees and civil
honors, including the Order of Canada and the Gold Medal of the
Royal Architectural Institute of Canada. Likewise, Mr. Safdie has
been a prolific writer on the theory and practice of architecture
and has participated in several films.

p.)  Executive Compensation.

     We have entered into an employment agreement with Harold Kramer
whereby Mr. Kramer will serve as our executive vice president and
chief financial officer.  The employment agreement provided for a 5
year term retroactively commencing on June 3, 2002, and provides for
an initial annual base salary of $192,500.  Such salary will
increase 12.5% in the second year and will be not less than $300,000
in the third year with  12.5% annual increases in each of years four
and five of the term.

     We have entered into a consulting agreement with Dr. Steven C.
Small whereby Dr. Small will serve as the chairman of our board of
directors.  The term of the consulting agreement is for five years
from June 1, 2002 and provides for annual compensation to Dr. Small
in the amount of $90,000, which annual compensation shall
automatically increase each year of the term thereof by 5% of the
prior year's compensation.  In addition, the consulting agreement
provides for our immediate issuance of 100,000 shares of our common
stock to Dr. Small.  Dr. Small is the beneficial owner of Capital
Partners Corporation ("Capital Partners") and of Thornguard
Productions, Inc. ("Thornguard Productions").  We executed a
sublease with Capital Partners and issued 200,000 shares of our
common stock to Capital Partners in connection with our acquisition
of furniture and other leasehold improvements thereunder and
Thornguard Productions purchased 500,000 shares of our common stock
in our Recent Regulation S Offering.

     We expect to enter into additional employment and consulting
agreements with other individuals and entities to provide us with
such services we may deem appropriate from time to time.  We are
not presently able to calculate the total annual dollar cost to us
in connection with such additional employment and consulting
agreements.  Likewise, we expect that as a part of such additional
employment and consulting agreements, and in order to attract such
parties, we may, provide such parties with our common stock or
options or warrants to acquire shares of our common stock.  We are
not presently able to calculate the total number of our shares or
the amount of such options or warrants that may be offered.


<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    Sarbanes-Oxley Certification (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.

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


<PAGE>


                              SIGNATURES


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



                                   VISUAL BIBLE INTERNATIONAL, INC.



Date: 08/19/02                     By: /s/ Harold Kramer
                                   Harold Kramer, Executive Vice
                                   President



Date: 08/19/02                     By: /s/ Harold Kramer
                                   Harold Kramer, Principal
                                   Financial Officer