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Visual Bible International Inc – ‘10QSB’ for 6/30/04

On:  Tuesday, 8/24/04, at 1:23pm ET   ·   For:  6/30/04   ·   Accession #:  1079382-4-17   ·   File #:  0-26037

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/24/04  Visual Bible International Inc    10QSB       6/30/04    5:48K                                    Gilbert Edward H/FL/FA

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    23±    86K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 


10QSB   —   Quarterly Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Financial Statements
"Item 2. Management's Discussion and Analysis
"Item 3. Controls and Procedures
"Item 1. Legal Proceedings
"Item 2. Changes in Securities and Use Of Proceeds
"Item 3. Defaults upon Senior Securities
"Item 4. Submission of Matters to a Vote of Security Holders
"Item 5. Other Information
"Item 6. Exhibits and Reports on Form 8-K
7Item 2. Changes in Securities
8Item 6. Exhibits, Lists and Reports on Form 8-K:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 000-26037 VISUAL BIBLE INTERNATIONAL, INC. -------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Florida 65-1030068 (State or Other Jurisdiction (IRS Employer Identification of Incorporation) Number) 1235 Bay Street, Suite 300, Toronto, Ontario M5R 3K4 Canada ------------------------------------------------------------- (Address of Principal Executive Offices) (416) 921-9950 -------------- (Issuer's Telephone Number, Including Area Code) ------------------------------------------------------ (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of August 18, 2004, there were 73,792,518 shares of the Registrant's $.001 par value common stock outstanding. Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
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TABLE OF CONTENTS Part I - FINANCIAL INFORMATION Item 1. Financial Statements. (a). Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 (b). Consolidated Statements of Operations for the three month periods ended June 30, 2004 and 2003 and for the six month periods ended June 30, 2004 and 2003 (c). Consolidated Statements of Cash Flows for the six month periods ended June 30, 2004 and 2003 (d). Notes to Financial Statements Item 2. Management's Discussion and Analysis. Item 3. Controls and Procedures. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Item 2. Changes in Securities and Use Of Proceeds. Item 3. Defaults upon Senior Securities. Item 4. Submission of Matters to a Vote of Security Holders. Item 5. Other Information. Item 6. Exhibits and Reports on Form 8-K. SIGNATURES
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Item 1. Financial Statements. (a) Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS [Download Table] June 30, 2004 December 31, (unaudited) 2003 (audited) Assets Current Assets: Cash and cash equivalents $336,810 $2,204,949 Cash in escrow 1,272,365 - Accounts receivable, net 994,249 36,039 Inventories 350,356 265,358 Canadian film tax credits receivable 1,200,000 1,200,000 Prepaids and other current assets 272,646 392,717 ---------- ---------- Total Current Assets 4,426,426 4,099,063 Film Cost, Production in Process Film costs Gospel of John, net of accumulated amortization of $2,243,875 and $574,058 at June 30, 2004 and December 31, 2003, respectively 9,180,836 10,850,653 Pre-production costs Gospel of Mark 185,000 185,000 Property and equipment, net 192,089 206,661 ---------- ---------- Total Assets $13,984,351 $15,341,377 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Current portion of notes payable $250,000 $325,000 Bank film production loan payable 1,998,036 2,494,848 Other film production loans 1,033,000 1,026,585 Accounts payable and accrued 7,300,864 6,781,491 expenses Accrued Interest Payable 1,657,385 1,102,046 Deferred Revenue 617,116 708,293 Due to related parties 681,882 681,882 ---------- ---------- Total Current Liabilities 13,538,283 13,116,145 ---------- ---------- Long-term debt: Debentures Payable Series A 6,533,646 6,533,646 Series B 8,500,000 8,500,000 ---------- ---------- Total Debentures Payable 15,033,646 15,033,646 ---------- ---------- Total Liabilities 28,571,929 28,149,791 ---------- ---------- Commitments and Contingencies: Stockholders' Equity (Deficit): Preferred stock 200,000,000 authorized, par value $.001, 2,000,000 designated Class B, 1,556,728 issued and outstanding at June 30, 2004 and December 31, 2003, respectively 1,557 1,557 Common stock, 300,000,000 authorized $.001 par value, 80,921,739 and 60,695,938 issued and outstanding at June 30, 2004 and December 31, 2003, respectively 80,922 60,696 Additional paid-in capital 42,563,949 36,393,525 Unamortized finance costs on debentures payable (566,667) (1,249,364) Receivables from stockholders (427,060) (427,060) Retained earnings (deficit) (56,240,279) (47,587,768) ---------- ---------- Total Stockholders' Equity (Deficit) (14,587,578) (12,808,414) ---------- ---------- Total Liabilities and Stockholders' Equity (Deficit) $13,984,351 $15,341,377 ========== ========== ____________________ The accompanying notes are an integral part of these consolidated financial statements.
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(b) Consolidated Statements of Operations for the three month periods ended June 30, 2004 and 2003 and for the six months periods ended June 30, 2004 and 2003 VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Download Table] For the For the Three Three Months Months Ended June Ended June 30, 2003 30, 2004 Sales: Product sales - IBS distributor $- $10,125 Product sales - Gospel of John 2,497,114 - ---------- ---------- Total Sales 2,497,114 10,125 Cost of Goods Sold (includes $1,669,817 and $586,011 amortization of film costs for the six and three months ended June 30, 2004 and $0 for the six and three months ended June 30, 2003, respectively) 995,572 4,000 ---------- ---------- Gross Profit 1,501,542 6,125 ---------- ---------- Costs and Expenses: General and administrative 1,740,265 1,726,947 Advertising, marketing and selling expenses 372,876 - Royalty expense 366,414 - Costs relating to stock issued as additional imputed interest expense and for general and administrative expenses - - Provision for doubtful accounts - - Interest and finance costs expense 4,818,009 459,975 --------- --------- 7,297,564 2,186,922 --------- --------- Net Income (Loss) before Income Taxes (5,796,022) (2,180,797) ---------- ---------- Provision (Credit) for Income Taxes - - ---------- ---------- Net (Loss) (5,796,022) (2,180,797) ========== ========== (Loss) per Share: Basic and diluted (loss) per common share: $(0.08) $(0.05) ========== ========== Basic and diluted weighted average of common shares outstanding 70,643,304 43,780,547 ========== ========== [Download Table] For the Six For the Six Months Months Ended Ended June June 30, 30, 2004 2003 Sales: Product sales - IBS distributor $91,177 $49,532 Product sales - Gospel of John 6,717,338 - ---------- ---------- Total Sales 6,808,515 49,532 Cost of Goods Sold (includes $1,669,817 and $586,011 amortization of film costs for the six and three months ended June 30, 2004 and $0 for the six and three months ended June 30, 2003, respectively) 2,943,875 19,087 ---------- ---------- Gross Profit 3,864,640 30,445 ---------- ---------- Costs and Expenses: General and administrative 2,624,154 2,565,007 Advertising, marketing and selling expenses 3,096,111 - Royalty expense 488,948 - Costs relating to stock issued as additional imputed interest expense and for general and administrative expenses 155,262 - Provision for doubtful accounts 300,000 - Interest and finance costs expense 5,852,676 589,545 --------- --------- 12,517,151 3,154,552 --------- --------- Net Income (Loss) before Income Taxes (8,652,511) (3,124,107) ---------- ---------- Provision (Credit) for Income Taxes - - ---------- ---------- Net (Loss) (8,652,511) (3,124,107) ========== ========== (Loss) per Share: Basic and diluted (loss) per common share: $(0.13) $(0.07) ========== ========== Basic and diluted weighted average of common shares outstanding 66,061,725 44,506,137 ========== ========== ___________________ The accompanying notes are an integral part of these consolidated financial statements.
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(c) Consolidated Statements of Cash Flows for the six month periods ended June 30, 2004 and 2003 VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) [Download Table] For the Six For the Six Months Ended Months Ended June 30, 2004 June 30, 2003 ---------- ---------- Cash Flows from Operating Activities: Net (loss) $(8,652,511) $(3,124,107) Adjustments to reconcile net (loss) to net cash used in operating activities: Depreciation and amortization 21,072 105,922 Amortization of finance costs on debentures payable 682,697 206,430 Amortization of film costs 1,669,817 - Provision for doubtful accounts 300,000 - Issuance of common stock for finance costs 4,197,009 - Change in operating assets and liabilities: Accounts receivable (1,258,210) 64,327 Inventories (84,997) 19,020 GST Receivables - (160,374) Film costs, Production Costs - (10,068,644) Prepaid expenses and other current assets 120,071 (50,984) Accounts payable and accrued liabilities 2,113,014 2,530,900 Deferred revenues (91,177) (109,815) Accrued interest payable 555,339 436,129 ---------- ---------- Net (used in) provided by operating activities (427,877) (10,151,196) ---------- ---------- Cash Flows from Investing Activities: Cash in escrow (1,272,365) 166,817 Acquisition of property and equipment (6,500) (6,676) ---------- ---------- Net cash (used in) provided by investing activities (1,278,865) 160,141 ---------- ---------- Cash Flows from Financing Activities: Proceeds from issuance of common stock 400,000 - Proceeds from debentures payable - 4,750,000 Proceeds from film production financing - 3,015,130 Repayments of other film production loans (486,397) - Proceeds from related party loans - 1,601,530 (Repayment) of notes payable (75,000) - ---------- ---------- Net cash provided by (used in) financing activities (161,397) 9,366,660 ---------- ---------- Net Increase in cash and cash equivalents (1,868,139) (624,395) Cash and cash equivalents, beginning of period 2,204,949 946,462 ---------- ---------- Cash and cash equivalents, end of period $336,810 $322,067 ========== ========== Supplemental Disclosure of Cash Flow Information: Interest paid during the period $924,33 $3,587 ========== ========== Income taxes paid during the period $ - $ - ========== ========== Supplemental Disclosure of Noncash Investing and Financing Activities: Common stock issued on conversion and settlement of debt and accounts payable $ 1,593,641 $- ========== ========== Common stock issued in connection with debentures debt refinance $4,197,009 $- ========== ========== ____________________ The accompanying notes are an integral part of these consolidated financial statements.
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(d) Notes to Financial Statements VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2004 1. THE COMPANY Visual Bible International, Inc. ("Visual Bible International", "VBII" or "the Company") is a global faith-based media company which has secured the exclusive visual and digital rights to popular versions of the Bible. The Company has produced and successfully released the word-for-word books of Matthew and Acts and a production of a word-for-word film adaptation of The Gospel of John was released during September 2003. Visual Bible's mission is to use all forms of media to inspire the lives of present and future generations by carrying God's Word regardless of their religious affiliation, culture or geographic location. The Company intends to acquire additional intellectual property rights, producing new products and intends to build its sales and distribution networks to position itself as the pre-eminent creator and distributor of the word-for-word productions of the Bible. As reported in the audit report on the financial statements of the Company for the fiscal year ended December 31, 2003, dated May 22, 2004 and included within the Company's Form 10-KSB filing for 2003 the financial statements have been prepared assuming that the Company will continue as a going concern for which there exist substantial doubt. As discussed within the Form 10-KSB and the incorporated financial statements the Company during the first quarter of 2004 entered into a number of agreements and concluding on April 1, 2004 collectively the "Forbearance Documents" with its significant debt holders, creditors and vendors many of whom are also major stockholders and included a member of the Company's Board of Directors at that time. Since May of 2004 the Company has been operating under these agreements that basically provide for an agent, the "Disbursement Agent" to distribute the film revenues in a prescribed manner. At June 30, 2004 this cash has been reported as Escrowed Cash. The terms of the agreements provide that the Company will share in portion of certain revenues received which may or may not be sufficient to cover the Company's current operating and administrative expenses or costs to market the film. Should the Company be unable to attract new capital, restructure their existing agreements or to reach a major distribution agreement or agreements there remains substantial doubt about the Company's continued existence. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying financial statements consolidate the accounts of Visual Bible International and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts from prior years have been reclassified to conform to the current year presentation. The accompanying unaudited consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, in the opinion of management, all adjustments that are of a normal and recurring nature necessary to present fairly the results of operations, financial position and cash flows have been made. It is suggested that these statements be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-KSB, dated May 22, 2004 for the year ended December 31, 2003. The statements of operations for the six months ended June 30, 2004 and 2003 are not necessarily indicative of results for the full year. Earnings (Loss) per Share The Company computes earnings or loss per share in accordance with the Financial Accounting Standards Board Statement No. 128 "Earnings Per Share" (SFAS 128) which replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and thus is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is similar to the previous fully diluted earnings per share. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. 3. STOCKHOLDERS' EQUITY (DEFICIT) During February and March, 2004, the Company issued 621,049 shares of the Company's common stock valued at $0.25 to certain parties in connection with post production financing and loan guarantees. During the second quarter ended June 30, 2004 the Company issued 15,033,645 shares to its debenture holders in connection with the refinance of the debenture's debt valued at $0.25 per share. In addition the Company has issued 1,471,107 shares in settlement of certain accounts payables and debts also amounting to $1,471,107. In addition the Company issued 800,000 shares to the American Bible Society in settlement of royalties owed to them amounting to $122,534. Also during May and June, 2004 the Company concluded a private placement of 800,000 shares at $0.50 per share and received $400,000. Item 2. Management's Discussion and Analysis. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to the financial statements included elsewhere in this report. The discussion may contain "forward looking" statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we "believe", "anticipate", "expect", or "plan to", as well as, other statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements. We do not intend to update these forward looking statements. Overview We are a global, faith-based media company that has secured the exclusive visual and digital rights to popular versions of the Bible. We have produced and released in the fall of 2003 the word-for-word film adaptation of The Gospel of John. Our primary strengths are our intellectual property rights to the visual representation of popular versions of the Bible, our creative constituents and our sales and distribution networks. The Bible remains the largest selling book of all-time and Bible sales are driven by Bible translations. From the American Bible Society we have secured the exclusive worldwide rights to develop, produce and market film adaptations on a word-for-word basis in the English language from the American Bible Society's Good News Translation Bible and Contemporary English Version, including both Books of the Old and New Testaments. We also could have access, as negotiated, to non-English translations of the Bible from the United Bible Societies and their affiliates. The Good News Translation Bible represents a significant portion of US Bible sales and has sold approximately 140 million Bibles worldwide. The Latin American Spanish translation of The Gospel of John has been licensed to us. The US Latino population is in excess of 35 million. Although, based upon our exclusive license we believe that others are unable to recreate our video products exactly in the versions we utilize, we recognize that others presently do and may in the future create products and services that are directly competitive with our products. There are a myriad of products and services offered by numerous individuals, for profit companies and non profit companies and organizations targeted toward our customers and potential customers. However, due to our exclusive license agreement, we believe that for so long as this agreement remains in effect any potential customer specifically seeking video recreations of the versions of the Bible produced by us under our license agreement would be required to purchase our product. We intend to utilize our intellectual property rights as the basis to build a global distribution system for faith-based, audio visual products. Past distribution of such products has been primarily focused on the traditional Christian marketplace. We believe the opportunity continues to exist to take our products into the mainstream domestic marketplace and simultaneously into the much larger global marketplace where, we believe, the potential for sales is very significant. Results of Operation Sales for the three month period ended June 30, 2004 totalled $2,497,114 compared to $10,125 reported in the corresponding 2003 period. The increase in sales was attributable to the retail, rental and direct response marketing initiatives associated with the word-for-word film adaptation of The Gospel of John. The production was not completed in the 2003 period. Costs of goods sold increased in the three months ended June 30, 2004 to $995,572 from $4,000 in the 2003 corresponding period. The increase was due to the marketing of The Gospel of John. General and administrative expenses of $1,740,265 for the three month period ended June 30, 2004 increased 0.8% over the $1,726,947 amount incurred in the corresponding 2003 three month period. The current quarter expenses include $1,259,699 consisting of professional fees of approximately $830,090 plus foreign currency accumulated and current translation in the amount of $429,609. The expenses in the current period were primarily in support of the Company's new production, The Gospel of John. Professional fees were incurred in the amount of approximately $1,240,000 for the three months ended June 30, 2003. Interest and finance costs for the quarter ended June 30, 2004 were in the amount of $4,818,009 and were mainly associated with the Company's debenture issues. This includes $3,758,411 relating to the issuance of 15,033,645 shares to the Company's debentureholders valued at $0.25 per share. The Company had outstanding $6,533,645 of Series "A" debentures during the second quarter 2004 and comparable 2003 period. The Company issued $8,500,000 of Series "B" debentures at the end of August, 2003. Accordingly, during the quarter ended June 30, 2003 there were no interest charges relating to the Series "B" debentures. Sales for the six month period ended June 30, 2004 were $6,808,515 an increase of $6,758,983 from $49,532 in the same 2003 period. The increase in sales was attributable to the retail, rental and direct response marketing initiatives associated with the film adaptation of The Gospel of John. The production was not completed in the 2003 period. Costs of goods sold increased in the six months ended June 30, 2004 to $2,943,875 from $19,087 in the 2003 corresponding period. The increase was due to the marketing of The Gospel of John. General and administrative expenses of $2,624,154 for the six months ended June 30, 2004 increased 2.3 % over the $2,565,007 incurred in the corresponding 2003 six month period. The current six month period included $1,621,699 consisting of professional fees of approximately $1,192,090 plus foreign currency accumulated and current translation in the amount of $429,609. In the 2003 six month period professional fees were approximately $1,590,000. During the 2003 six month period, expenses related to the film production and start of marketing for The Gospel of John. For the six months ended June 30, 2004, interest and finance costs were $5,852,676 compared to $589,545 for the 2003 six month period. The current six month period included $3,758,411 relating to the issuance of 15,033,645 shares to the Company's debentureholders valued at $0.25 per share. The Company had outstanding $6,533,645 of Series "A" debentures during the 2004 and comparable 2003 six month period. The Company issued $8,500,000 of Series "B" debentures at the end of August, 2003. Accordingly, during the six months ended June 30, 2003, there were no interest charges relating to the Series "B" debentures. Liquidity & Capital Resources At June 30, 2004, we had approximately $337,000 in cash and cash equivalents, exclusive of a cash escrow amount of $1,272,000 and a working capital deficit of $14,588,000. The primary source of liquidity to meet our obligations during the three months ended June 30, 2004 was provided from the sales for DVD/video units of The Gospel of John. For fiscal year 2004, we anticipate cash needs of approximately $6,250,000, consisting of approximately $750,000 for marketing of The Gospel of John, approximately $2,000,000 relating to operations, approximately $3,500,000 earmarked for reduction of liabilities, exclusive of payments of interest and principal relating to the debentures, which was subject to a Forbearance Agreement until July 31, 2004. We expect these cash needs to be funded by our collection of accounts receivable principally arising from sales of DVD/video units of The Gospel of John, additional sales of DVD/video units and other sources of capital. Without the collection of such accounts receivables, additional sales and other sources of capital, our revenue from operations will not be sufficient to sustain our current working capital obligations and requirements. Item 3. Controls and Procedures. a.) Our principal executive officer and our principal financial officer have on a date which is within ninety days of the date that we have filed this quarterly report (the "Evaluation Date"), evaluated the effectiveness of our disclosure controls and procedures and have concluded that no significant deficiencies or material weaknesses exist. b.) There have been no significant changes in our internal controls or in any other factors that could significantly affect these controls subsequent to the Evaluation Date.
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PART II. OTHER INFORMATION Item 1. Legal Proceedings. In connection with certain litigation instituted by Elly Herbert Reisman, Edward Rosenblat, Red Brook Developments Limited and SOHO Financial, a division of 1061569 Ontario Limited (the "Plaintiffs") instituted against Harold Kramer (the "Defendant")in the Ontario Superior Court of Justice, the Defendant, on August 9, 2004, filed defenses and counterclaims, certain of which counterclaims (the "Applicable Counterclaims") were instituted against us, Maurice Colson, Myron Gottlieb and Garth Drabinsky. The central allegations made by the Defendant against us as part of the Applicable Counterclaims are that we wrongfully dismissed Defendant and terminated his employment contract of Defendant without cause Defendant is seeking (i) damages in the amount of $1,500,000 for breach of contract and wrongful dismissal; (ii) aggravated and punitive damages in the amount of $500,000; (iii) pre and post judgment interest; and (iv) costs of the action. As previously reported in our Form 10-KSB for the fiscal year ended December 31, 2004 and in our Form 10-QSB for the quarter ended March 31, 2004, Harold Kramer was acting as our executive vice president, secretary and chief financial officer from June 13, 2002 until May 22, 2004, when Mr. Kramer was removed as our Chief Financial Officer, due in part, to a certain letter from Mr. Kramer to us dated May 20, 2004 (the "Kramer Letter")which Kramer Letter was filed by us as an Exhibit to our Form 10-KSB for the fiscal year ended December 31, 2003. We strongly disagreed with each and every of the allegations contained as part of the Kramer Letter and after evaluating our relationship with Mr. Kramer and the terms of our employment agreement with him, we elected to terminate the employment agreement for cause Item 2. Changes in Securities. (c). We expect (i) to issue an aggregate of 1,471,107 shares of our common stock to Lang Michener, LLP, Edward H. Gilbert, P.A., Goodmans, LLP, Deluxe Laboratories and JBM Entertainment(those creditors identified in section 7.1(n)(ii) of the Second Forbearance Agreement)as required by section 7.1(n)(i)(A) of the Second Forbearance Agreement; and (ii) to issue 1,500,000 shares of our common stock to JBM in connection with the termination of the JBM Agreement (as same is described hereinafter). There will be no commissions or discounts associated with the issuance of our common stock described above. We expect to claim exemption from the registration provisions of the Act with respect to issuance of our shares pursuant to Section 4(2) thereof inasmuch as no public offering will be involved. In connection with the issuance of the shares of our common stock, the purchasers thereof will have made an informed investment decision based upon negotiation with us and will have been provided with access to material information regarding us. We believe that the purchasers thereof will have had knowledge and experience in financial matters such that the purchasers will be capable of evaluating the merits and risks of acquisition of our common stock. All of the shares of our common stock to be issued pursuant to the foregoing will bear an appropriate legend restricting the transfer of same, except in accordance with the Securities Act. We concluded an offering of 800,000 shares of our common stock to approximately 10 accredited investors at an offering price of $.50 per share (the "Current Offering"). We have not yet issued the shares to the purchasers thereof, but we expect to do so in the near future. There are no commissions or discounts associated with the Current Offering. We will claim exemption from the registration provisions of the Act with respect to the common stock issued as part of the Current Offering pursuant to Section 4(2) thereof inasmuch as no public offering was involved. In connection with the issuance of the common stock, the purchasers thereof made an informed investment decision based upon negotiation with us and were provided with access to material information regarding us. We believe that each such purchaser had knowledge and experience in financial matters such that such purchaser was capable of evaluating the merits and risks of acquisition of the common stock. All certificates representing the common stock issued as part of the Current Offering will bear an appropriate legend restricting the transfer of such shares, except in accordance with the Securities Act. Item 3. Defaults upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable. Item 5. Other Information. (a) The following sets forth certain information with respect to our current executive officers and directors. [Download Table] Name and Address Age Positions with the Company Maurice Colson (1) 61 Chief Executive Officer, 64 Russell Hill Road Interim Chief Financial Toronto, Ontario M4V 2T2 Officer, President, Canada Secretary and Director Marlene C. Hore(2) 60 Director 81 Roxborough Street West Toronto, Ontario M5R 1T9 Canada (3)Paul A. Carroll 62 Director 159 Frederick Street Suite 1002 Toronto, Ontario M5A 4P1 Canada (1)Maurice Colson has been a director since June 13, 2002 and became our chairman on January 27, 2004. On February 6, 2004, Mr. Colson became our Chief Executive Officer, president and secretary, and on May 22, 2004, Mr. Colson became our interim Chief Financial Officer. (2)Marlene C. Hore has been a director since June 18, 2004. From 2001 to the present Ms. Hore has served as the creative head of Afrm2.Top Advertising and from 1995 to 2001 she was the founding partner and creative director of the Ongoing Partnership Advertising. Ms. Hore serves as a director of the George Brown Foundation. (3)Paul A. Carroll has been a director since June 18, 2004. Mr. Carroll is the President and CEO of Carnarvon Capital Corporation, a Toronto-based investment management and venture capital company with specific reference to the mining and real estate development industries. He is also President and CEO of Diadem Resources, Ltd., a Toronto-based diamond exploration and development company. Prior to January 1, 2003, Mr. Carroll was Counsel to Gowling Lafleur Henderson LLP., a major Canadian law firm, and its predecessor firm Smith Lyons. Mr. Carrolls has a combined 39 years of active practice with Smith Lyons and Gowlings, where he specialized in corporate and securities law; natural resources law; real estate finance and development law; and International trade and investment law. Currently, Mr. Carroll serves as a Director of the following publicly traded companies: Dundee Bancorp Inc.; Diadem Resources Ltd.; Crowflight Minerals Inc., Argus Corporation Limited, World Wide Minerals Ltd.; Riphean Platinum Corporation and Juno Limited. Juno Limited controls two London-listed public mining companies, Anglesey Mining PLC and Irish Marine Oil Ltd. Mr. Carroll graduated from the University of Toronto in 1962 where he received a B.A. degree specializing in political science and economics. He obtained his LL. B. degree from Osgoode Hall Law School in Toronto in 1965. (b) Not applicable
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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. [Download Table] DESCRIPTION EXHIBIT NO. 2.1 Stock Exchange Agreement (2) 3.1 Articles of Incorporation of American Uranium, Inc. (1) 3.2 Bylaws of American Uranium, Inc.(1) 3.3 Articles of Incorporation of American Uranium Reincorporation, Inc. (2) 3.4 Bylaws of American Uranium Reincorporation, Inc. (2) 3.5 Amended and Restated Articles of Incorporation of Visual Bible International, Inc. (3) 3.6 Bylaws of Visual International, Inc. (3) 3.7 Amended and Restated Articles of Incorporation (1 for 2 combination) of Visual Bible International, Inc. dated April 3, 2001 (4) 3.8 Amended and Restated Articles of Incorporation (1 for 3 combination)of Visual Bible International, Inc. dated September 10, 2001 (5) 3.9 Amended and Restated Articles of Incorporation (1 for 10 combination) of Visual Bible International, Inc. dated February 19, 2002 (6) 3.1 Amendment to the Articles of Incorporation (Series A Preferred designation) of Visual Bible International, Inc., dated March 28, 2002 (8) 3.11 Amendment to the Articles of Incorporation (capitalization increase) of Visual Bible International, Inc., dated April 15, 2002 (7) 3.12 Amendment to the Articles of Incorporation (Series B Preferred designation) of Visual Bible International, Inc., dated December 17, 2002 (8) 4.1 Form of A Unit Debenture dated December 24, 2002 (8) 4.2 Form of A Unit Warrant dated December 24, 2002 (8) 4.3 Form of A Unit Registration Rights Agreement (8) 4.4 Form of A Unit Investor Rights Agreement (8) 4.5 Addenda to A Unit Debentures (First Addendum, Second Addendum, Third Addendum and Fourth Addendum)(8) 4.6 Addendum to A Unit Debentures (Fifth Addendum)(10) 4.7 Form of B Unit Debenture(10) 4.8 Form of B Unit Warrant Agreement(10) 4.9 Form of B Unit Registration Rights Agreement(10) 4.1 Conditions Precedent Agreement(10) 9.1 Shareholder Voting Agreement (3) 9.2 Form of Irrevocable Proxy (3) 10.1 Agreement with Stewart House Publishing, Inc. (4) 10.2 Agreement with Thomas Nelson, Inc. (4) 10.3 Agreement with Columbia House, Inc. (4) 10.4 The JBM Management Agreement and Amendments (8) 10.5 The Velveteen Consulting Agreement (8) 10.6 The 148 Ontario Consulting Agreement (8) 10.7 Agreement to Provide Guaranty (8) 10.8 The Fulfillment Services Agreement (11) 10.9 The Forbearance Agreement (11) 10.11 The Second Forbearance Agreement (11) 10.12 The Deluxe Inventory Security Agreement (11) 10.13 The Priorities Agreement (11) 10.14 The Security Agreement (11) 10.15 The Second Priorities Agreement (11) 10.16 The Disbursement Agreement (11) 10.17 The Rescission Agreement (11) 10.18 The 108 Ontario Consulting Agreement (11) 21.1 List of Subsidiaries (11) 31.1 Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)(12) 31.2 Certification of Chief Executive Officer under Rule 13a-14a/15d-14(a)(12) 32.1 Certification of Chief Financial Officer under Section 1350(12) 32.2 Certification of Chief Executive Officer under Section 1350(12) 99.1 Letter from Harold Kramer (11) ____________________ (1) Previously filed with Form 10 of the Company dated May 19, 1999 and incorporated herein by reference. (2) Previously filed with Schedule 14-A of the Company on June 2, 2000 and incorporated herein by reference. (3) Previously filed with Form 8-K on August 16, 2000 and incorporated herein by reference. (4) Previously filed with Form 10-KSB of the Company filed on May 23, 2001 and incorporated herein by reference. (5) Previously filed with Form 10-QSB of the Company filed on November 11, 2001 and incorporated herein by reference. (6) Previously filed with Form 8-K on March 26, 2002 and incorporated herein by reference. (7) Previously filed with Schedule 14-C of the Company filed on March 25, 2002 and incorporated herein by reference. (8) Previously filed with Form 10-KSB of the Company filed on May 16, 2003 and incorporated herein by reference. (9) Previously filed with Form 10-QSB of the Company filed on May 23, 2003 and incorporated herein by reference. (10) Previously filed with Form 10-QSB of the Company for the quarter ended September 30, 2003 and incorporated herein by reference. (11) Previously filed with Form 10-KSB of the Company for the fiscal year ended December 31, 2003 and incorporated herein by reference. (12) Filed electronically herewith. (b) Reports on Form 8-K. We filed a report on Form 8-K on March 4, 2004, reporting on items 5 and 6. We filed a report on Form 8-K on April 23, 2004, reporting on items 5 and 6.
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SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VISUAL BIBLE INTERNATIONAL, INC. Date: 08/24/04 By: /s/ Maurice Colson ----------------------------- Maurice Colson, President and principal executive officer Date: 08/24/04 By: /s/ Maurice Colson ----------------------------- Maurice Colson, principal financial officer

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10QSB’ Filing    Date First  Last      Other Filings
12/31/04710KSB,  5,  NT 10-K
Filed on:8/24/04
8/18/041
8/9/047
7/31/046
For Period End:6/30/0416
6/18/047
5/22/0467
5/20/047
4/23/0488-K
4/1/046
3/31/04710QSB,  NT 10-K,  NT 10-Q
3/4/048
2/6/047
1/27/047
12/31/032810KSB,  NT 10-K
9/30/03810QSB,  NT 10-Q
6/30/032610QSB,  10QSB/A,  NT 10-Q
5/23/03810QSB
5/16/03810KSB
1/1/037
12/24/028
12/17/028
6/13/027
4/15/028
3/28/028
3/26/0288-K
3/25/028DEF 14C
2/19/028
11/11/018
9/10/018
5/23/018
4/3/018
8/16/0088-K
6/2/008DEF 14A
5/19/998
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