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 September 30, 2001

                                  OR

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

     For the transition period from __________ to __________


                   Commission file number 000-26037

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


            Florida                        65-1030068

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



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


                            (561) 697-0471
                            --------------
         (Registrant's Telephone Number, Including Area Code)


                                 N/A
                                 ---
    (Former Name or Former Address, if Changed Since Last Report)


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

                          YES [X]   NO [  ]

State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
November 12, 2001, there were 22,935,758 shares of the Registrant's
$.001 par value common stock outstanding.

      Transitional Small Business Disclosure Format (check one):

                          YES [  ]   NO [X]


<PAGE>


                          TABLE OF CONTENTS


Part I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

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

(b)  Consolidated Statements of Operations for the nine month
     periods ended 9/30/01 and 9/30/00

(c)  Consolidated Statements of Cash Flows for the nine month
     periods ended 9/30/01 and 9/30/00

(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 September 30, 2001 and
     December 31, 2000


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

                                        (unaudited)  (audited)
                                         Sept. 30,  December 31,

ASSETS                                     2001        2000 *
_______________________________________ ___________ _____________



Current Assets:
   Cash and cash equivalents                $17,860       $63,445
   Accounts receivable, net                 215,897        10,655
   Inventories                              976,509        29,391
   Prepaids and other current assets        129,947        65,774
                                          ---------     ---------
        Total Current Assets              1,340,212       169,265

Film Costs                                        0     2,784,353
Property and Equipment, Net of
Accumulated Depreciation                     15,750        21,000
Intangible Assets, Net of Accumulated
  Amortization                            1,201,494     1,414,494
Other Assets                                 31,886        73,303
                                          ---------     ---------
        Total Assets                     $2,589,342    $4,462,415
                                          =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
_______________________________________

Current Liabilities:

  Current portion of notes payable       $1,735,710    $1,324,175
   Accounts payable and accrued           4,968,215     3,202,025
     expenses
   Deferred revenue                         429,914       600,000
   Due to related parties                 4,511,503     3,482,230
                                          ---------     ---------
        Total Current Liabilities        11,645,343     8,608,430

Long-term portion of notes payable           0            250,000
                                          ---------     ---------
        Total Liabilities                11,645,343     8,858,430
                                          ---------     ---------

Commitments and Contingencies

Stockholders' Equity (Deficit):

   Preferred stock, class B,
    8,333,333 authorized $.001 par
    value,-0- issued or outstanding
    at September 30, 2001
    and December 31, 2000                       -            -
   Common stock, 25,000,000
    authorized $.001 par value,
    22,935,758 and 3,906,951 issued
    and outstanding
    at September 30, 2001 and
    December 31, 2000                        22,936         3,907
   Additional paid-in capital            24,432,600     9,113,699
   Receivables from stockholders           (417,060)     (417,060)
   Retained earnings (deficit)          (33,094,477)  (13,096,561)
                                          ---------     ---------
        Total Stockholders'
           Equity (Deficit)              (9,056,001)   (4,396,015)
                                          ---------     ---------
        Total Liabilities and
Stockholders' Equity (Deficit)           $2,589,342    $4,462,415
                                          =========     =========

*Restated
____________________

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

</TABLE>


<PAGE>


(b)  Consolidated Statements of Operations for the nine month
     periods ended 9/30/01 and 9/30/00



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

                           For the Three   For the Three    For the Six      For the Six
                           Months Ended    Months Ended     Months Ended     Months Ended
                           Sept. 30, 2001  Sept. 30, 2000*  Sept. 30, 2001   Sept. 30, 2000*
                           _______________ ________________ ________________ _______________

Sales:
   Royalty income                 $313,594          $31,021         $627,715         $31,700
   Product sales                    49,170          918,899          270,439       2,399,890
                              ------------     ------------     ------------      ----------
      Total Sales                  362,764          949,920          898,154       2,431,590

Cost of Goods Sold                   7,000          428,792           27,384       1,024,706
                              ------------     ------------     ------------      ----------

Gross Profit                       355,764          521,128          870,770       1,406,884
                              ------------     ------------     ------------      ----------

Costs and Expenses:
   Stock issuance charge                 0                0       13,057,500               0
   Write off production costs            0                0        3,515,295               0
   Selling, general and
     administrative              1,371,211        1,985,839        4,295,891       5,227,714
                              ------------     ------------     ------------      ----------
                                 1,371,211        1,985,839       20,868,686       5,227,714
                              ------------     ------------     ------------      ----------

Net Income (Loss) from
  Operations before
  Income Taxes                  (1,015,447)      (1,464,711)     (19,997,916)     (3,820,830)

Other income (expense)                   0          (22,511)               0         (57,828)

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


Net loss before income taxes    (1,015,447)      (1,552,089)     (19,997,916)     (3,943,525)

Provision (Credit) for
  Income Taxes                           0                0                0         (87,528)
                              ------------     ------------     ------------      ----------


Net Income (Loss)              $(1,015,447)     $(1,552,089)    $(19,997,916)    $(3,855,997)
                              ============     ============     ============      ==========


Income (Loss) per Share:

   Basic and diluted income
    (loss) per share                $ (.04)          $(0.42)         $ (1.85)         $(1.05)
                              ============     ============     ============      ==========

Basic and diluted common
  shares outstanding            22,821,452        3,715,072       10,803,851       3,661,497
                              ============     ============     ============      ==========

*Restated
____________________

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


</TABLE>


<PAGE>


(c)    Consolidated Statements of Cash Flows for the three month
       periods ended 9/30/01 and 9/30/00


<TABLE>
<S>                                                                 <C>            <C>
VISUAL BIBLE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

                                                                 For the Nine Months Ended
                                                                           Sept. 30,
                                                                     2001           2000*
                                                                     ----           ----

Cash Flows from Operating Activities:
   Net  income (loss)                                          $(19,997,916)      $(3,855,997)
   Adjustments to reconcile net income (loss)
     to net cash (used in) provided by operating
     activities:
       Loss from discontinued operations                                  0            64,867
       Depreciation and amortization                                218,250           291,251
       Deferred income taxes                                              0           (70,727)
       Write down of film cost to net realizable value            2,784,353                 0
       Write down of inventory                                      450,000                 0
       Reserve for note receivable                                  285,513                 0
       Issuance of common stock                                  13,057,500                 0
   Change in operating assets and liabilities:
      Accounts receivable                                          (205,242)         (264,964)
      Inventories                                                (1,397,118)                0
      Due to/from affiliate                                               0           591,498
      Film cost                                                           0        (1,200,568)
      Prepaid expenses and other current assets                     (64,173)       (1,473,900)
      Accounts payable and accrued liabilities                    1,767,120           870,666
      Deferred revenues                                            (170,086)                0
      Other assets                                                   41,417                10
                                                                 ----------         ---------
          Net cash (used in) provided by
            operating activities                                 (3,230,382)       (5,047,864)
                                                                 ----------         ---------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                                  0          (225,313)
                                                                 ----------         ---------
          Net cash used in investing
            activities                                                    0          (225,313)
                                                                 ----------         ---------

Cash Flows from Financing Activities:
   Proceeds from issuance of common stock                           285,000         6,134,997
   Payment of notes payable                                      (1,297,900)         (217,765)
   Receivables from stockholders                                          0         1,966,568
   Proceeds from note payable financing                           4,197,697                 0
                                                                 ----------         ---------
          Net cash provided by (used in) financing
            activities                                            3,184,797         7,883,800
                                                                 ----------         ---------

Net (Decrease) Increase in Cash                                     (45,585)        2,610,623

Cash and cash equivalents, beginning of year                         63,445            75,345
                                                                 ----------         ---------

Cash and cash equivalents, end of year                              $17,860        $2,685,968
                                                                 ==========         =========

Supplemental Disclosure of Cash Flow Information:
   Interest paid during the year                                     $8,686                $0
                                                                 ==========         =========


Supplemental Disclosure of Noncash Investing and
  Financing Activities:
     Net assets acquired in reverse merger                               $0           $37,264
                                                                 ==========         =========
     Convertible notes payable issued for capital stock
       repurchases                                                       $0          $549,996
                                                                 ==========         =========

     Common stock issued on conversion of promissory note        $1,994,500                $0
                                                                 ==========         =========


*Restated
____________________

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

</TABLE>


<PAGE>


(d)    Notes to Financial Statements



          VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SEPTEMBER 30, 2001 AND 2000

1.  THE COMPANY

Visual Bible International, Inc. ("Visual Bible International" or
"the Company") is a global faith-based media company that owns,
through certain license agreements, the exclusive visual and digital
rights to the most popular versions of the Bible.  The Company has
produced and successfully released the word-for-word books of
Matthew and Acts.

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

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

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Presentation

The interim consolidated financial statements are prepared pursuant
to the requirements for reporting on Form 10-QSB. These financial
statements include the accounts of Visual Bible International and
all of its wholly owned and majority owned subsidiaries.  The
financial statements were derived from the consolidated annual
financial statements of Visual Bible which includes its consolidated
subsidiary, Visual Entertainment, Inc. ("Visual Entertainment")
which was acquired by Visual Bible on June 20, 2000 pursuant to a
stock exchange agreement (the "Visual Entertainment Exchange
Agreement") and also to reflect the merger (the "Visual Bible
Guardian Merger") of Visual Bible with Guardian Productions, LLC.
("Guardian") which occurred on July 14, 2000, and has been
retroactively restated within these financial statements.  The
Visual Bible Guardian Merger has been accounted for in accordance
with the accounting treatment required in a reverse merger whereby
Visual Bible has been deemed the acquirer for accounting and
financial reporting purposes.  The historical financial statements
presented herein are the restated financial statements of Visual
Bible including its consolidated subsidiary Visual Entertainment
restated to reflect the Visual Bible Guardian Merger as if that
merger took place at the beginning of such periods with the
financial statements of American Uranium being included as
discontinued operations from the date of the Visual Bible Exchange
Transaction.

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

The interim financial statements and notes thereto do not include
all disclosures required by generally accepted accounting principles
and should be read in conjunction with the financial statements and
notes in the Company's Form 10-KSB dated May 23, 2001.  In the
opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair
statement of the results for the interim periods presented.  The
current period results of operations are not necessarily indicative
of results which ultimately will be reported for the full year
ending December 31, 2001.

Reverse Stock Split

On April 4, 2001, pursuant to a corporate resolution of the Board of
Directors dated March 21, 2001, the Company filed Amended and
Restated Articles of Incorporation with the Secretary of State of
the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on April 16, 2001:  (i) each two shares
of the Company's $.001 par value common stock issued and outstanding
on and as of April 4, 2001 will be combined into one share of the
Company's $.001 par value common stock; and (ii) the Company's total
capitalization will be reduced from two hundred million shares to
one hundred million shares, of which seventy-five million shares are
designated as $.001 par value common shares and twenty-five million
shares are designated as $.001 par value preferred shares (the
"Combination").  All share and per-share amounts in the accompanying
consolidated financial statements have been restated to give effect
to the 1 for 2 reverse stock split.

On September 11, 2001, pursuant to a corporate resolution of the
Board of Directors dated September 10, 2001, the Company filed
Amended and Restated Articles of Incorporation with the Secretary of
State of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on September 25, 2001:  (i) each three
shares of the Company's $.001 par value common stock issued and
outstanding on and as of September 24, 2001 will be combined into
one share of the Company's $.001 par value common stock; and (ii)
the Company's total capitalization will be reduced from one hundred
million shares to thirty-three million three hundred thirty-three
thousand three hundred thirty-three shares, of which twenty-five
million shares are designated as $.001 par value common shares and
eight million three hundred thirty-three thousand three hundred
thirty-three shares are designated as $.001 par value preferred
shares (the "Combination").  All share and per-share amounts in the
accompanying consolidated financial statements have been restated to
give effect to the 1 for 3 reverse stock split.

Earnings (Loss) per Share

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

Reclassifications

Certain reclassifications have been made to the prior year balances
to conform to the current year presentation.

3.  GOING CONCERN   CHANGE IN CONTROL AND 2001 CAPITAL TRANSACTIONS

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

Certain shareholders owning 6,375,000 shares of the Company's common
stock after giving effect to the Combination are parties to a
shareholder voting agreement (the "Voting Agreement").  On April 4,
2001, pursuant to an Irrevocable Assignment and Assumption and
Designation of Successor Proxy dated March 21, 2001 (the
"Assignment"), John Hamilton assigned all of his rights and
interests under the Voting Agreement to Pan Zone Co., Ltd., a
British Virgin Islands Corporation ("Pan Zone").  As a result of the
Assignment, Pan Zone controls approximately forty-nine percent (49%)
of the Company's issued and outstanding common stock and possesses
significant influence over the Company, giving Pan Zone the ability,
among other things, to elect a majority of the Board of Directors
and approve significant corporate transactions.

Pursuant to a resolution of the Board of Directors dated March 21,
2001, the Company authorized the issuance, subsequent to the
effective date of the Combination, of up to 8,250,000 shares of the
Company's common stock (the "Initial Pan Zone Loan Shares") to Pan
Zone in consideration of the agreement by Pan Zone to extend the
payment date to April 2, 2002 and to reduce the interest rate to six
percent (6%) in connection with a note of $250,000 and loans and
advances totaling approximately $550,000 from Pan Zone to the
Company (the "Initial Pan Zone Loan"), payment of which was past
due.  Likewise, as a part of such resolution the Company authorized
the issuance, subsequent to the effective date of the Combination,
of up to 25,000,000 shares of the Company's common stock (the
"Second Pan Zone Loan Shares") to Pan Zone in consideration of the
agreement by Pan Zone to loan the Company the sum of not less than
$500,000 nor more than $2,500,000 (the "Second Pan Zone Loan"),
which Second Pan Zone Loan will bear interest at six (6%) per annum
on the amounts outstanding from time to time and will be due on
April 1, 2002.  As of June 30, 2001, Pan Zone has loaned over
$3,500,000 to the Company and the Company issued 33,250,000 shares
of the Company's common stock to Pan Zone effective June 19, 2001.

As a condition of the Second Pan Zone Loan, the Company appointed
three directors to the Board of Directors, Messrs. Daniel W.
Johnson, Anthony Ng and Paul Wong.  After such appointment, the
Company's Board appointed Daniel W. Johnson as Chief Executive
Officer and President and James G. Petway, Jr. as Chief Financial
Officer and Secretary.  Simultaneous with such appointments, the
Company's prior directors and officers resigned.

As of September 30, 2001, the Company has 22,935,758 shares
outstanding, and Pan Zone owns and/or controls 11,250,000
(approximately 49%) of such shares.  As a result, Pan Zone possesses
significant influence over the Company, and Pan Zone has the
ability, among other things, to elect the Board of Directors and
approve significant corporate transactions.  Such control may also
have the effect of delaying or preventing any further change in
control; impeding a merger, consolidation, takeover or other
business combination; or discouraging a potential acquirer from
making a tender offer or otherwise attempting to obtain control of
the Company which could have a material adverse effect on the market
price of the Company's common stock.

During the third quarter, the Company expanded its relationship with
an existing distributor and, accordingly, began to receive sales
advances from that distributor.  These sales advances and additional
loans received from related parties have served to sustain the
Company's basic operations.  The Company remains in a seriously
deficient cash position and has defaulted on payment on certain of
its obligations.  The Company is currently seeking capital to
satisfy current obligations, for working capital and to enable them
to begin a new production of a book of the Bible.  The Company has
identified potential sources of this funding, but at the present
time no commitments have been finalized.


4. DISTRIBUTION AGREEMENT

During September 2001, the Company entered into a new distribution
agreement with Thomas Nelson, Inc.  This new agreement expanded the
distribution rights of Thomas Nelson to include the mass market and
general retail outlets in the United States.  Also, during the third
quarter, the Company mutually agreed with Stewart House Publishing,
Inc. to conclude their distribution agreement which previously
included the mass market rights in North America.


5.  COMMITMENTS AND CONTINGENCIES

During September 2001, the Company received a notice of an uncured
material breach of a sales agency agreement.  This agreement between
Vivatoon (Fingles) Ltd., Treehouse Production Limited and Visual
Entertainment, related to a children's animated series production.
The notice of breach claims monetary damages of $881,308.
Management of the Company is currently working on a plan of action
regarding the resolution of this matter, and, accordingly, no
liability has been recorded at September 30, 2001.


6.  STOCKHOLDERS' EQUITY (DEFICIT)

On April 4, 2001, pursuant to a corporate resolution of the board of
directors dated March 21, 2001, the Company filed Amended and
Restated Articles of Incorporation with the Secretary of State of
the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on April 16, 2001:  (i) each two shares
of the Company's $.001 par value common stock issued and outstanding
on and as of April 4, 2001 will be combined into one share of the
Company's $.001 par value common stock; and (ii) the Company's total
capitalization will be reduced from two hundred million shares to
one hundred million shares, of which seventy-five million shares are
designated as $.001 par value common shares and twenty-five million
shares are designated as $.001 par value preferred shares (the
"Combination").  After giving effect to the combination, the Company
had 11,720,854 shares of common stock issued and outstanding at
December 31, 2000.

On September 11, 2001, pursuant to a corporate resolution of the
board of directors dated September 10, 2001, the Company filed
Amended and Restated Articles of Incorporation with the Secretary of
State of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on September 25, 2001:  (i) each three
shares of the Company's $.001 par value common stock issued and
outstanding on and as of September 24, 2001, will be combined into
one share of the Company's $.001 par value common stock; and (ii)
the Company's total capitalization will be reduced from one hundred
million shares to thirty-three million three hundred thirty-three
thousand three hundred thirty-three shares, of which twenty-five
million shares are designated as $.001 par value common shares and
eight million three hundred thirty-three thousand three hundred
thirty-three shares are designated as $.001 par value preferred
shares (the "Combination").  After giving effect to this
combination, the Company had 3,906,951 shares of common stock issued
and outstanding at December 31, 2000.

All references to common stock issued and outstanding within these
financial statements have been retroactively restated to reflect the
combinations of shares that occurred on April 16, 2001 and
September 25, 2001.

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

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

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

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

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

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

In connection with the change in control that occurred on April 4,
2001, John Hamilton assigned all of his rights and interests under
the Voting Agreement to Pan Zone Co., Ltd. ("Pan Zone"), a British
Virgin Islands corporation pursuant to an Irrevocable Assignment and
Assumption and Designation of Successor Proxy dated March 21, 2001
(the "Assignment").  On such date, John Hamilton entered into a
reimbursement and settlement agreement with Pan Zone for the benefit
of the Company and terminated a consulting agreement dated September
1, 2000 (the "Winchester Agreement") and transferred and assigned to
the Company any and all interests and rights claimed by John
Hamilton, if any, in certain distribution rights for Visual Bible
within North America.  John Hamilton, either individually or through
an entity controlled by John Hamilton, will remain as a consultant
to the Company in connection with international distribution matters
pursuant to an agreement to be negotiated and executed between the
Company and John Hamilton.  The Company expects to compensate John
Hamilton by allocating variable portions, determined based upon the
manner in which the product sales occur, of the revenues the Company
receives from the sales of certain of its products outside North
America.

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

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

On June 19, 2001, pursuant to a resolution dated March 21, 2001, the
Company issued 8,250,000 shares of its common stock in consideration
of a loan extension and a reduction of interest rate on past due
loans and advances of approximately $825,000 outstanding from the
Company to Pan Zone as of December 31, 2000.  The Company recorded
an expense totaling $2,062,500 related to the fair value of the
shares issued.

On June 19, 2001, pursuant to a resolution dated March 21, 2001, the
Company issued 25,000,000 shares of its common stock for additional
loans extended by Pan Zone in excess of $2,500,000.  The Company
recorded an expense totaling $6,250,000 related to the fair value of
the shares issued.

On June 28, 2001, pursuant to a resolution dated June 27, 2001, the
Company sold 1,200,000 shares of its common stock to third parties
for an aggregate consideration of $300,000.  Placement fees of
$15,000 were paid in connection with this sale.

On June 28, 2001, pursuant to a resolution dated June 27, 2001, the
Company issued 3,000,000 shares of its common stock in consideration
of an unsecured, one-year loan at 3% interest.  The loan was
extended by Paul Wong in the amount of $500,000 and funds were
received in July.  The Company recorded an expense totaling $750,000
related to the fair value of the shares issued.

On June 28, 2001, pursuant to a resolution dated June 27, 2001, the
Company issued 3,000,000 shares of its common stock in consideration
of an unsecured, one-year loan at 3% interest.  The loan was
extended by Cerro Capital Alliance in the amount of $500,000.  The
Company recorded an expense totaling $750,000 related to the fair
value of the shares issued.

On June 28, 2001, pursuant to a resolution dated June 27, 2001, the
Company issued 12,600,000 shares of its common stock to certain of
its employees and consultants in consideration of past and future
services.  The Company recorded an expense totaling $3,150,000
related to the fair value of the shares issued.

On June 28, 2001, pursuant to a resolution dated June 27, 2001, the
Company issued 2,500,000 shares of its common stock to John Hamilton
in settlement of disputed amounts owed him by the Company in excess
of  $2,000,000.

On September 10, 2001, pursuant to a resolution dated September 10,
2001, we issued 437,000 shares of our common stock without
registration under the Securities Act of 1933 (the "Act") in
reliance upon an exemption provided by section 4(2) thereunder to
five (5) previous purchasers of our common stock in order to settle
various claims of those purchasers for our failure to timely file a
registration statement.


<PAGE>


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
               OPERATION.

Forward Looking Statements

       The information provided in this report may contain "forward
looking" statements or statements which arguably imply or suggest
certain things about our future. Statements which express that we
"believe", "anticipate", "expect", or "plan to" as well as other
statements which are not historical fact, are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements are based on assumptions that
we believe are reasonable, but a number of factors could cause our
actual results to differ materially from those expressed or implied
by these statements.  We do not intend to update these forward
looking statements.

Management's Discussion and Analysis

       The following discussion of our financial condition and
results of operations should be read in conjunction with the
financial statements and the notes to the statement included
elsewhere in this report.

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

       On August 7, 2000, our wholly owned subsidiary, American
Uranium, Inc., merged into Visual Bible, Inc., a Florida corporation
(the "Merger").  Prior to the Merger, we had limited operations and
were looking to consummate a business combination with another
company which had operations.  As a result of the Merger, Visual
Bible, Inc., the Florida corporation, became our wholly owned
subsidiary, and the shareholders of the Florida corporation received
51% of our outstanding common stock.  On August 7, 2000, we changed
our name from American Uranium, Inc. to Visual Bible International,
Inc.  For accounting purposes, the Merger was treated as Visual
Bible, Inc. acquiring American Uranium, Inc., and hence for this
Management's Discussion section and accounting purposes, references
to "us" and "we" refer to the operations of Visual Bible.

       Our primary strengths are our exclusive intellectual property
rights to the visual representation of the most popular versions of
the Bible and our sales and distribution networks.  The Bible
remains the largest selling book of all time and Bible sales are
driven by Bible translations.  We have received exclusive licenses
for the film rights for the word-for-word film productions of the
Good News Translation, New International Version, Contemporary
English Version, and Holman Christian Standard Version of the Bible.

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

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

       At present, we have entered into distribution agreements with
two major distributors, Thomas Nelson, Inc. and the Columbia House
Company.  Thomas Nelson has the exclusive license to distribute
videos through the mass market, general retail outlets, the
Christian Booksellers Association and the church markets in the
United States.  Columbia House is our distributor to the direct
response market and is expected to include our products in mailings
that reach approximately 5 million households.  During the third
quarter of 2001, we executed a formal agreement with Stewart House
Publishing, Inc. to end our distribution agreement together.
Stewart House had previously distributed our products to the general
or mass market in the United States and Canada.  In addition to
these North American distributors, we are continuing to pursue
strategic relationships with the United Bible Societies that would
allow mass distribution on a global basis.

Results of Operations

       Because of two new distribution agreements executed during
the first and third quarters of 2001, comparisons between the three
months and nine months ended September 30 of 2001 and 2000 are
difficult to analyze.  For example, the new distribution agreements
provide for royalty payments and thereby have no associated cost of
goods sold.  In prior years, sales were recorded on a gross basis in
accordance with the distribution agreements in place at the time.
We believe the gross profit balances provide the best measure for
comparative purposes for all periods presented.  Gross profit is
lower for the three months and nine months ended 2001 compared to
the same periods in 2000 due to changes in distributors and
manufacturers that occurred during the first and third quarters of
2001.  Over time, these new distributors should increase sales of
product compared to similar periods in prior years.

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

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

       It is difficult to compare selling, general and
administrative expenses between the periods presented for 2001 and
2000.  During the nine months ended September 30, 2001, the Company
has been in a stage of reorganization and has reduced the size of
its operations and moved the Company from Toronto, Ontario, to
Nashville, Tennessee.  Today, we have six full-time employees.
During the first nine months of 2000, the Company was in a state of
growth and was preparing to begin the production of the book of
Mark.  At September 30, 2000, there were more than 20 employees and
consultants.  Included in selling, general and administrative
expenses for the three months ended September 30, 2001, are the
following more significant costs:  allowance for doubtful accounts
receivable -- $281,000; interest expense -- $202,000; inventory
allowance -- $124,000; payroll and benefits -- $160,000; legal and
accounting costs -- $259,000; royalty costs -- $75,000.

Liquidity and Capital Resources

       At September 30, 2001, we had $18,000 in cash and cash
equivalents and a working capital deficit of $10,305,000.  The
primary sources of liquidity to meet our obligations during the nine
months ended September 30, 2001, were provided by sales advances
from distributors of approximately $260,000 and loans from related
parties totaling approximately $500,000.

       Net cash used in operating activities was $3,230,000 for the
first nine months of 2001.  Inventories increased by a gross amount
of $1,397,000 during the first three quarters and were financed
principally by the manufacturers of the products, which is reflected
by the increase in accounts payable of $1,767,000.

       For the remainder of fiscal 2001, we anticipate cash needs of
approximately $12.3 million, consisting of $0.6 million for
operations, $6.7 million relating to reductions in accounts and
notes payable, and $5 million to begin production on a new book of
the Bible.  We expect these cash needs to be funded by the sales of
our existing product through our distributor network, and by the
sale of our common stock through private placements.  Additionally,
to fund a new production of the Bible, we are pursuing investments
from entities and foundations that are interested in receiving
rights to royalties associated with the sale of the video and/or
broadcast and theatrical rights.


<PAGE>


PART II.  OTHER INFORMATION

       ITEM 1.        LEGAL PROCEEDINGS.


       a).  Not Applicable.



       ITEM 2.        CHANGES IN SECURITIES.

       a).  Not Applicable.

       b).  Not Applicable.

       c).     On September 10, 2001 pursuant to a resolution dated
               September 10, 2001, we issued 437,000 shares of our
               common stock without registration under the
               Securities Act of 1933 (the "Act") in reliance upon
               an exemption provided by section 4(2) thereunder to
               five (5) previous purchasers of our common stock in
               order to settle various claims of those purchasers
               for our failure to timely file a registration
               statement.

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

       d).  Not Applicable.


       ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.  Not Applicable.

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

       ITEM 5.        OTHER INFORMATION.

       On September 25, 2001, pursuant to a corporate resolution of
the Board of Directors dated September 10, 2001, we filed Amended
and Restated Articles of Incorporation with the Secretary of State
of the State of Florida.  The Amended and Restated Articles of
Incorporation provide that on September 25, 2001:  (i) each three of
our $.001 par value common stock issued and outstanding on and as of
September 24, 2001 will be combined into one share of our  $.001 par
value common stock; and (ii) our total capitalization will be
reduced from one hundred million shares to thirty three million
three hundred thirty three thousand three hundred thirty three
shares, of which twenty-five million shares are designated as $.001
par value common shares and eight million three hundred thirty three
thousand three hundred thirty three shares are designated as $.001
par value preferred shares (the "September Combination").
Immediately after the September Combination, we had 22,935,758
shares of our common stock issued and outstanding, and as a result
of the September Combination, we change the symbol under which our
common stock was traded through the NASD Bulletin Board from "VBLI"
to "VBBI"

<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>
EXHIBIT NO.  DESCRIPTION

2.1          Stock Exchange Agreement (2)

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

3.2          Bylaws of American Uranium, Inc.(1)

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

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

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

3.6          Bylaws of Visual International, Inc. (3)

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

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

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

10.2         Agreement with Thomas Nelson, Inc.(4)

10.3         Agreement with Columbia House, Inc. (4)


</TABLE>


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

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

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

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

       (b)     Reports on Form 8-K. On August 7, 2001 we filed a
               report on Form 8-K reporting on item 5.


                              SIGNATURES


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

                                    VISUAL BIBLE INTERNATIONAL, INC.



Date: 11/15/01                      By: /s/ Doug J. McKenzie
                                        Doug J. McKenzie
                                        Chief Executive Officer


Date: 11/15/01                      By: /s/ James G. Petway, Jr.
                                        James G. Petway, Jr.
                                        Principal Financial Officer