Visual Bible International Inc – ‘10QSB’ for 9/30/03

On:  Wednesday, 11/19/03, at 4:33pm ET   ·   For:  9/30/03   ·   Accession #:  1079382-3-20   ·   File #:  0-26037

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    22±    88K 
 2: EX-4        Instrument Defining the Rights of Security Holders    19     50K 
 3: EX-4        Instrument Defining the Rights of Security Holders    17     53K 
 4: EX-4        Instrument Defining the Rights of Security Holders    15     67K 
 5: EX-4        Instrument Defining the Rights of Security Holders    11     54K 
 6: EX-4        Instrument Defining the Rights of Security Holders    11     24K 
 7: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 8: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 9: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      8K 
10: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      8K 

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

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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 September 30, 2003                              

[  ]      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              
November 18, 2003, there were 58,758,873 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 September 30, 2003 and                   
December 31, 2002                                                     

(b)  Consolidated Statements of Operations for the three month                  
periods ended September 30, 2003 and September 30, 2002 and for       
the nine month periods ended September 30, 2003 and September         
30, 2002                                                              

(c)  Consolidated Statements of Cash Flows for the nine month                   
periods ended September 30, 2003 and September 30, 2002               

(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 on Senior Securities.                                       

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

Item 5.    Other Information.                                                   

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

SIGNATURES                                                                      

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Item 1.   Financial Statements.                                                 

(a)  Consolidated Balance Sheets as of September 30, 2003 and                   
December 31, 2002                                                     

VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES           
CONSOLIDATED BALANCE SHEETS           
(Unaudited)           

                                                                [Download Table]
                                                                 
                                       September   December 31,  
                                        30, 2003   2002          
                                      (unaudited)    (audited)   

Assets                                                           

Current Assets:                                                  

 Cash and cash equivalents               $4,213,193      $946,462

 Cash in escrow                                   -       166,817

 Accounts receivable, net                     6,784        71,111

 Inventories                                296,097       318,542

 GST Receivables                             11,693             -

 Prepaids and other current assets          193,707       126,257

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

  Total Current Assets                    4,721,474     1,629,189

Film Cost, Production in Process                                 

 Production Costs                        13,643,256     2,002,335

 Marketing Costs                          1,498,909             -

Property and Equipment, Net of                                   
Accumulated Depreciation                     33,988        16,378

Intangible Assets, Net of                                        
Accumulated Amortization                    141,229       300,112

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

  Total Assets                          $20,038,856    $3,948,014

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

LIABILITIES AND STOCKHOLDERS'                                    
EQUITY (DEFICIT)                                                 

Current Liabilities:                                             

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

 Accounts payable and accrued             5,588,865     4,192,077
 expenses                                                        

 Accrued Interest Payable                   755,217             -

 Loans Royal Bank                         3,015,130             -

 Loans Other                                525,000             -

 Deferred Revenue                           671,096       789,471

 Due to related parties                     781,882       781,882

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

 Total Current Liabilities               11,682,666     5,988,430

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

 Debentures Payable                                              

     Series A                             6,533,646       750,000

     Series B                             8,500,000             -

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

 Total Debentures Payable                15,033,646       750,000

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

Total Liabilities                       $26,716,312    $6,738,430

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

Commitments and Contingencies:                                   

Stockholders' Equity (Deficit):                                  

Preferred stock 200,000,000                   1,557        1,557 
authorized, par value $.001,                                     
2,000,000 designated Class B,                                    
1,556,728 issued and outstanding at                              
September 30, 2003 and December 31,                              
2002                                                             

Common stock, 300,000,000                                        
authorized $.001 par value,                                      
60,695,938 and 40,878,324 issued                                 
and outstanding at September 30,                                 
2003 and December 31, 2002                   60,696        40,878

Additional paid-in capital               36,393,525    34,271,280

Unamortized finance costs on                                     
debentures payable                      (1,719,562)     (112,462)

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

Accumulated foreign currency                      -         3,650
translations                                                     

Retained earnings (deficit)            (40,986,612)  (36,568,259)

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

  Total Stockholders' Equity                                     
  (Deficit)                             (6,677,456)   (2,790,416)

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

  Total Liabilities and                                          
  Stockholders' Equity (Deficit)        $20,038,856    $3,948,014

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

____________________                                                            

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 September 30, 2003 and September 30, 2002 and for       
the nine month periods ended September 30, 2003 and September         
30, 2002                                                              

VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES           
CONSOLIDATED STATEMENTS OF OPERATIONS           
(Unaudited)           

                                                                [Download Table]
                                                                 
                                        For the       For the    
                                         Three     Three Months  
                                         Months        Ended     
                                         Ended       September   
                                       September      30, 2002   
                                        30, 2003                 

Revenues:                                                        

 Royalty income                             $13,180       $35,556

 Product sales                                    -        20,834

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

  Total Sales                                13,180        56,190

Cost of Goods Sold                            3,425         4,000

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

Gross Profit                                  9,755        52,190

Costs and Expenses:                                              

 Selling, general and administrative        749,226       641,658

 Costs Related to stock issued                    -         2,900

 Interest Expense                           800,258             -

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

                                          1,549,484       644,558

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

Gain on currency translation                118,330             -

Gain on settlement of liabilities           112,850       254,858

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

Net Income (Loss) from Operations                                
before Other Income                     (1,426,879)     (337,510)

Other Income                                                     

  Interest Income                                 -        10,797

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

Net Income (Loss) before Income Taxes   (1,426,879)     (326,713)

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

Provision (Credit) for Income Taxes              -             - 

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

Net Income (Loss)                       (1,426,879)     (326,713)

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

Income (Loss) per Share:                                         

 Basic and diluted income (loss) per        $(0.03)       $(0.01)
 share:                                                          

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

Basic and diluted common shares          51,353,862    39,956,824
outstanding                                                      

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

                                                                [Download Table]
                                                                 
                                        For the    For the Nine  
                                      Nine Months  Months Ended  
                                         Ended       September   
                                       September      30, 2002   
                                        30, 2003                 

Revenues:                                                        

 Royalty income                             $61,754      $233,183

 Product sales                                  957       165,848

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

  Total Sales                                62,711       399,031

Cost of Goods Sold                           22,512        26,000

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

Gross Profit                                 40,199       373,031

Costs and Expenses:                                              

 Selling, general and administrative      3,305,213     1,748,093

 Costs Related to stock issued                    -       890,900

 Interest Expense                         1,389,803             -

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

                                          4,695,016     2,638,993

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

Gain on currency translation                123,614             -

Gain on settlement of liabilities           112,850     2,311,216

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

Net Income (Loss) from Operations                                
before Other Income                     (4,418,353)        45,254

Other Income                                                     

  Interest Income                                 -        10,797

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

Net Income (Loss) before Income Taxes   (4,418,353)        56,051

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

Provision (Credit) for Income Taxes              -             - 

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

Net Income (Loss)                       (4,418,353)        56,051

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

Income (Loss) per Share:                                         

 Basic and diluted income (loss) per        $(0.09)         $0.00
 share:                                                          

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

Basic and diluted common shares          46,788,711    17,007,971
outstanding                                                      

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

___________________                                                             

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

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(c)  Consolidated Statements of Cash Flows for the nine month                   
periods ended September 30, 2003 and September 30, 2002               

VISUAL BIBLE INTERNATIONAL, INC. AND SUBSIDIARIES           
CONSOLIDATED STATEMENTS OF CASH FLOWS           
(Unaudited)           

                                                                [Download Table]
                                                                 
                                     For the Nine  For the Nine  
                                     Months Ended  Months Ended  
                                    September 30,    September   
                                    2003              30, 2002   
                                      ----------     ----------  

Cash Flows from Operating                                        
Activities:                                                      

Net income (loss)                      $(4,418,353)       $56,051

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

 Depreciation and amortization              164,133       223,500

 Gain on settlements                      (112,850)   (2,311,216)

 Amortization of finance costs on                                
debenture payable                           534,963      (72,994)

Change in operating assets and                                   
liabilities:                                                     

  Accounts receivable                        64,327      (72,994)

  Inventories                                22,445        78,398

  GST Receivables                          (11,693)             -

  Film Costs, Production Costs         (11,640,921)     (342,567)

  Film Costs, Marketing Costs           (1,498,909)             -

  Prepaid expenses and other               (67,450)         (387)
current assets                                                   

   Accounts payable and accrued           1,509,638       461,210
expenses                                                         

   Deferred revenues                      (118,375)       366,817

   Accrued interest payable                 755,217             -

   Foreign currency translation             (3,650)             -

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

   Net cash (used in) provided by      (14,821,478)   (1,541,188)
   operating activities                                          

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

Cash Flows from Investing                                        
Activities:                                                      

 Cash in Escrow                             166,817    (166,817) 

 Acquisition of property and               (22,800)      (9,378) 
equipment                                                        

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

  Net cash (used in) provided by           143,957     (176,195) 
investing activities                                             

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

Cash Flows from Financing                                        
Activities:                                                      

Proceeds from debentures payable         14,283,646            - 

Proceeds from film production                                    
financing                                 3,135,606            - 

Payment of notes payable                         -       (35,233)

Proceeds from related party loans          525,000             - 

Proceeds from issuance of common                                 
stock                                             -    4,092,990 

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

Net cash provided by (used in)                                   
financing activities                     17,944,252     4,057,757

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

Net Increase(Decrease)in Cash             3,226,731     2,340,374

Cash and cash equivalents,                                       
beginning of period                         946,462        62,034

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

Cash and cash equivalents, end of        $4,213,193    $2,402,408
period                                                           

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

Supplemental Disclosure of Cash                                  
Flow Information:                                                

 Interest paid during the period            $21,522        $ 394 

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

 Income taxes paid during the                  $ -           $ - 
period                                                           

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

Supplemental Disclosure of Noncash                               
Investing and Financing Activities:                              

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

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


____________________                                                            

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)           
September 30, 2003          

1.  THE COMPANY                                                                 

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Principles of Consolidation and Basis of Presentation                           

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

The accompanying unaudited consolidated financial statements have               
been prepared pursuant to rules and regulations of the Securities               
and Exchange Commission and, therefore, do not include all                      
information and footnote disclosures normally included in audited               
financial statements.  However, in the opinion of management, all               
adjustments that are of a normal and recurring nature necessary to              
present fairly the results of operations, financial position and                
cash flows have been made.  It is suggested that these statements be            
read in conjunction with the financial statements included in the               
Company's Annual Report on Form 10-KSB, dated April 7, 2003 for the             
year ended December 31, 2002.                                                   

The statements of operations for the three and nine months ended                
September 30, 2003 and 2002 are not necessarily indicative of                   
results for the full year.                                                      

Earnings (Loss) per Share                                                       

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

Recent Accounting Pronouncements                                                

In January, 2003, the Financial Accounting Standards Board ("FASB")             
issued Interpretation No. 46, "Consolidation of Variable Interest               
Entities - an interpretation of ARB No. 51, " which provides                    
guidance on the identification of and reporting for variable                    
interest entities.  Interpretation No. 46 expands the criteria for              
consideration in determining whether a variable interest entity                 
should be consolidated.  Interpretation No. 46 is effective                     
immediately for variable interest entities created after January 31,            
2003, and to variable interest entities in which an enterprise                  
obtains an interest after that date.  The Company is required to                
adopt the interpretation in the first quarter of 2004 for variable              
interest entities acquired before February 1, 2003.  The Company                
does not expect the adoption of Interpretation No. 46 to have a                 
material effect on its results of operations and financial position.            

In December 2002, the FASB issued Statement of Financial Accounting             
Standards (SFAS") No. 148, "Accounting for Stock-Based Compensation             
- Transition and Disclosure - an amendment of FASB Statement No.                
123."  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based            
Compensation," to provide alternative methods of transition for a               
voluntary change to the fair value based method of accounting for               
stock-based employee compensation.  In addition, SFAS No. 148 amends            
the disclosure requirements of SFAS No. 123 to require prominent                
disclosures in both annual and interim financial statements about               
the method of accounting for stock-based employee compensation and              
the effect of the method used on reported results.  SFAS No. 148 is             
effective for the Company as of January 1, 2003.  The Company                   
currently has no stock-based Compensation plan, and, accordingly,               
the adoption of SFAS No. 148 did not have a significant impact on               
the Company's results of operations or financial position.                      

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3.  LIQUIDITY - SIGNIFICANT CORPORATE EVENTS                                    

On March 21, 2003 the Company closed its bank financing for Gospel              
of John film production with participation by Royal Bank Financial              
Group and utilized $3,135,606 of this loan facility through                     
September 30, 2003.                                                             

During the nine months ended September 30, 2003 the Company                     
completed a private placement offering of debentures "Series A". In             
addition, to the $750,000 proceeds the Company received in December,            
2002 the Company received additional proceeds of $5,783,646                     
resulting in total private placement proceeds of $6,533,646 for the             
film production of the Gospel of John.                                          

4.  STOCKHOLDERS' EQUITY (DEFICIT)                                              

In connection with the "Series A" private placement the Company                 
issued 7,984,114 shares of its common stock along with 3,626,173                
warrants to purchase common stock to the purchasers of the "Series A            
Debentures". The shares and warrants have been treated as additional            
finance costs relating to the debentures payable and were valued by             
the Company at $979,720.  This amount has been classified on the                
balance sheet as a contra-equity account and the Company began to               
amortize it as additional interest expense over approximately                   
eighteen months, the expected term for the "Series A" debentures as             
of June 1, 2003.                                                                

The "Series A Debentures" bear interest at a rate of 15% per annum              
and are payable from a percentage of the gross revenues expected to             
be earned from the "Gospel of John" film production.                            

In order to fund certain additional post production requirements                
including marketing, on July 23, 2003, the Company's Board of                   
Directors approved a private placement debt offering  in the amount             
of $7,500,000 including a provision for an over allotment of                    
$1,000,000, "Series B Debentures" proceeds up to 8,500,000 Units was            
offered at a price of $1.00 per Unit.  In order to facilitate the               
sale of the Series B Units, certain concessions were agreed to with             
the holders of the Series A debenture holders who held certain                  
rights or priorities with regard to any subsequent fundings.  The               
principal modification made to the Series A debenture holders was an            
enhancement of their repayment terms to require an additional                   
payment of a royalty on DVD sales to the Series A debenture holders.            
The royalty payment is subject to certain sales benchmarks and                
deferred until after repayment has been made to satisfy the                     
principal repayments of the Series B debentures.  The royalty                   
payment is to be for all direct market sales at DVD Units to United             
States or Canadian purchasers equal to 12.5% of the gross proceeds,             
net of returns and taxes on DVD sales in excess of 120,000 DVD Units            
up to 200,000 Units and 5% in excess of 200,000 units sold in                   
perpetuity.                                                                     

Each Series B Unit consisted of a debenture to repay principal and              
interest calculated at a rate of 15% per annum compounded annually;             
1.5 shares of the Company's common shares for each $1.00 of                     
principal advanced, a warrant to purchase .75 shares of the                     
Company's common stock exercisable at graduated prices of $1-$2                 
through December 31, 2007, and a royalty of 5% of certain revenues              
not to exceed the amount of the offering. During the quarter ended              
September 30, 2003 the Company completed this offering which                    
resulted in proceeds to the Company amounting to $8,500,000.                    

In connection with the issuance of $8,500,000 "Series B Debentures"             
the Company issued 12,750,000 shares of its common stock and                    
6,375,000 common stock purchase warrants to the purchasers of the               
"Series B Debentures". The Company valued these securities at                   
$1,275,000 and will amortize these costs as additional interest on              
the "Series B Debentures" over a period of 11/2 years beginning                 
September 30, 2003.                                                             

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Item 2.   Management's Discussion and Analysis.                                 

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

Overview                                                                        

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

Our primary strength is our intellectual property rights to the       
visual representation of popular versions of the Bible and our sales            
and distribution networks.  The Bible remains the largest selling               
book of all time and Bible sales are driven by Bible translations.              
We have concluded an exclusive license agreement with the American              
Bible Society (the "ABS License Agreement") for the rights to                   
produce, distribute, market and sell, in visual format, its                     
copyrighted Good News and Contemporary English Versions of the Bible.           

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

As a result of our ongoing dispute with the International Bible       
Society (as described in our Form 10KSB for the fiscal year ended               
December 31, 2002) we are, currently, prohibited from selling our               
productions of the books of Matthew and Acts.                                   

We completed production of the film, The Gospel of John in            
September 2003 under the auspices of our license agreement with the             
American Bible Society. In this regard, the theatrical release of               
the film was launched on September 26, 2003 in four USA markets;                
Dallas, Colorado Springs, Charlotte and Fayetteville. Additional                
releases, which would place the theatrical release in approximately             
forty city markets by the end of 2003 are scheduled. Approximately              
four weeks after the theatrical release in each city, a direct                  
response TV infomercial advertising campaign will commence in which             
DVD/VHS reproductions of the film will be sold directly to customers            
in those markets. The theatrical release and direct response                    
advertising program will continue to expand across the USA and                  
Canada in 2004.                                                                 

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Results of Operations                                                           

Net sales for the three month period ended September 30, 2003         
totaled $13,180, a decrease of 77% from the net sales amount of                 
$56,190 reported in the corresponding 2002 period. For the nine                 
month period ended September 30, 2003, net sales were $62,711, a                
decline of 84% from $399,031 in the similar 2002 period.  The                   
decline in sales in both periods was primarily attributable to an               
injunction prohibiting the Company to sell products under license by            
the International Bible Society.                                                

Selling, general and administrative expenses of $749,226 for          
the three month period ended September 30,2003 represented an                   
increase of approximately $ 107,568 over the corresponding 2002                 
period amount of $641,658.  Similarly, for the nine months ended                
September 30, 2003, selling, general and administrative expenses of             
$3,305,213 were $1,557,120 over the 2002 amount of $1,748,093.  It              
is difficult to compare expenses between years, since during 2002,              
the Company was being reorganized while during 2003, expenses                   
related to the production and marketing of The Gospel of John,                  
scheduled for launch in September of 2003 have been incurred.                   
Marketing expenses of $ 1,498,908 for the nine month period ended               
September 30, 2003 were capitalized and in accordance with generally            
accepted accounting principles, will be expensed over the rollout of            
the film.                                                                       

Interest expense related to the Company's outstanding                 
Debentures and loans totaled $800,258 and $1,389,803 for the three              
and nine month respective periods ended September 30, 2003.  There              
was no corresponding interest on Debentures or loans in 2002.                   
Interest expense of $ 316,206 was capitalized in the quarter ended              
September 30, 2003 and included in Film Costs, Production in                    
Progress of $13,643,256. For the nine months ended September 30,2003            
interest expense capitalized and included in film costs totaled                 
$544,500.                                                                       

Liquidity & Capital Resources                                                   

At September 30, 2003, we had approximately $4,213,193 in cash        
and cash equivalents and a working capital deficit of $6,961,192.               
The primary source of liquidity to meet our obligations during the              
nine month period ended September 30, 2003 were provided from the               
proceeds of the Debenture issues of $15,033,646.                                

For the balance of the fiscal year 2003, we anticipate cash           
needs of $7,050,000 consisting of approximately $3,755,000 for                  
certain marketing and advertising costs associated with the Gospel              
of John, additional Gospel of John productions costs of $692,000 and            
the balance for general corporate purposes.  We expect these cash               
needs to be funded through the utilization of funds on hand at                  
September 30, 2003 of $4,213,193, the proceeds of approximately                 
$1,500,000 arising from a sale/leaseback of the Gospel of John under            
the agreement with The Gospel of John, Limited our United Kingdom               
co-production partner, and through the sale of DVD's and                        
videocassettes.                                                                 

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.  Not Applicable                                    

Item 2.   Changes in Securities.                                                

a).  Not Applicable.                                                            

b).  Not Applicable.                                                            

c).                                                                             

1.   On August 28, 2003, we sold 8,500,000 units (the "B              
Units") to ten purchasers thereof for aggregate consideration of                
$8,500,000.  Each B Unit consists of a fifteen percent (15%) $1.00              
principal amount debenture (each, a "B Unit Debenture"), 1.5 shares             
of our common stock (each, a "B Unit Share"), 0.75 warrants (each, a            
"B Unit Warrant") to purchase shares of our common stock; and (iv)              
certain pro rata royalty payments (the "B Unit Royalties").                     
Repayment of the B Unit Debentures is secured by our assets and the             
assets of our subsidiaries, Visual Bible (Canada), Inc. and The Book            
of John, Inc.  The B Unit security interest is junior, inferior and             
subordinate to each and every security interest as to the secured               
assets existing as of August 28, 2003.  All outstanding principal               
and any accrued and unpaid interest under the B Unit Debentures is              
due and payable in full on October 15, 2005.  In connection with the            
B Unit Offering the Company is in the process of issuing 12,750,000             
shares of its common stock and B Unit Warrants entitling the holders            
thereof to purchase 6,375,000 shares of the Company's common stock.             
Each purchaser of a B Unit is entitled to certain registration                  
rights in connection with the B Unit Shares and the shares of common            
stock that underlie the B Unit Warrants pursuant to a registration              
rights agreement (the "B Unit Registration Rights Agreement").                  

The exercise price under the B Units Warrants is as follows:          
(i) if the B Unit Warrant is exercised at any time on or prior to               
December 31, 2005, the Exercise Price is $1.00 per share; (ii) if               
the B Unit Warrant is exercised after December 31, 2005, but on or              
prior to June 30, 2006, the Exercise Price is $1.25 per share; (iii)            
if the B Unit Warrant is exercised after June 30, 2006, but on or               
prior to December 31, 2006, the Exercise Price is $1.50 per B share;            
(iv) if the B Unit Warrant is exercised after December 31, 2006, but            
on or prior to June 30, 2007, the Exercise Price is $1.75 per share;            
and (v) if the B Unit Warrant is exercised after June 30, 2007, but             
on or prior to December 31, 2007, the Exercise Price is $2.00 per               
share.                                                                          

Following the time at which we have paid an amount equal to the       
Maximum Principal Amounts (as such term is defined under certain A              
Unit Debentures issued by us), whether such payment is in the form              
of Existing Principal, Interest or Royalties (each, as defined under            
the A Unit Debentures), to those parties (the "A Unit Debenture                 
Holders") holding those certain debentures (the "A Unit Debentures")            
issued us, the holders of the B Unit Debentures will be entitled to             
their pro rata portion of , in the aggregate, five percent (5%) of:             
(i) the gross proceeds, net of returns and any sales or similar                 
taxes payable on account thereof, received as a result of any and               
all commercial exploitation, exclusive of any revenues generated as             
a result of any theatrical release, derived the Company's production            
of the Gospel of John (the "Production"), including but not limited             
to video/DVD units (the "DVD Units") sold to United States and                  
Canadian purchasers thereof; and (ii) the actual amount of revenue              
to which we are entitled from any and all commercial exploitation of            
the Production, net of returns and any sales or similar taxes                   
payable on account thereof and exclusive of any revenues to which we            
may be entitled as a result of any theatrical release of the                    
Production, sold to parties other than a United States or Canadian              
purchaser thereof.  The B Unit Royalties shall not be paid, but                 
shall accrue (the "B Unit Accrued Royalties") until all outstanding             
amounts of Existing Principal, Interest and Accrued Royalties (each             
as defined in the A Unit Debentures) have been paid (the "A Unit                
Repayment Date") to the A Unit Debenture Holders.  Commencing on the            
A Unit Repayment Date, B Unit Royalties shall not be required to                
accrue and shall be paid to the Purchasers.  The amount of the B                
Unit Royalties payable by us pursuant to the foregoing shall not                
exceed the amount of gross proceeds received by us from the sale of             
the B Units ($8,500,000) and as such time as B Unit Royalties in the            
amount of $8,500,000 has been by us, our obligation to pay the B                
Unit Royalties shall cease.                                                     

As a condition to our ability to sell the B Units and to              
undertake the A Unit Conversions (as described hereinafter), we                 
executed a conditions precedent agreement with certain holders of               
our A Unit Debentures.                                                          

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

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2.   On October 7, 2003, we converted (the "A Unit                    
Conversions") $1,033,645 of our outstanding debt into A Units (the              
"A Units").  Each A Unit consists of a fifteen percent (15%) $1.00              
principal amount debenture (each, an "A Unit Debenture"), 1.22                  
shares of our common stock (each, an "A Unit Share"), 0.555 warrants            
(each, an "A Unit Warrant") to purchase shares of our common stock;             
and (iv) certain pro rata royalty payments (the "A Unit Royalties").            
A more detailed description of the A Units has been included in our           
Form 10QSB for the quarter ended March 31, 2003.                                

We claimed exemption from the registration provisions of the          
Act with respect to the conversion of debt and issuance of the A                
Units as part of the A Unit Conversions pursuant to Section 4(2)                
thereof inasmuch as no public offering was involved.  In connection             
with the issuance of the A Unit Debentures, the A Unit Shares, the A            
Unit Warrants and the shares of our common stock that underlie the A            
Unit Warrants, 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 the               
purchasers thereof had knowledge and experience in financial matters            
such that the purchasers were capable of evaluating the merits and              
risks of acquisition of the A Units.  All of the A Unit Debentures,             
the certificates representing A Unit Shares and the A Unit Warrants             
to be issued pursuant to the foregoing will bear an appropriate                 
legend restricting the transfer of same, except in accordance with              
the Securities 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.  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)                            

3.10    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)       

4.10    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)                      

21.1    List of Subsidiaries (8)                               

31.1    Certification of Chief Financial Officer under Rule    
        13a-14(a)/15d-14(a)(10)                                

31.2    Certification of Chief Executive Officer under Rule    
        13a-14a/15d-14(a)(10)                                  

32.1    Certification of Chief Financial Officer under Section 
        1350(10)                                               

32.2    Certification of Chief Executive Officer under Section 
        1350(10)                                               


____________________                                                            

(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)      Filed electronically herewith.                                        

(b)  Reports on Form 8-K.                                             

We filed a report on Form 8-K on August 20, 2003 reporting on         
item 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: 11/20/03                     By: /s/ Harold Kramer                        
         -----------------------------
         Harold Kramer, Executive Vice
                     President and principle executive officer

Date: 11/20/03                     By: /s/ Harold Kramer                        
         -----------------------------
                      Harold Kramer, principal financial officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10QSB’ Filing		Date		First		Last			Other Filings
		12/31/07		7		10
		6/30/07		10
		12/31/06		10
		6/30/06		10
		12/31/05		10
		10/15/05		10
Filed on:		11/19/03
		11/18/03		1
		10/7/03		11
For Period End:		9/30/03		1		9			NT 10-Q
		9/26/03		8
		8/28/03		10
		8/20/03		12					10QSB,  8-K
		7/23/03		7
		6/1/03		7
		5/23/03		12					10QSB
		5/16/03		12					10KSB
		4/7/03		6
		3/31/03		11					10QSB,  NT 10-K,  NT 10-Q
		3/21/03		7
		2/1/03		6
		1/31/03		6
		1/1/03		6
		12/31/02		2		8			10KSB,  NT 10-K
		12/24/02		12
		12/17/02		12
		9/30/02		2		6			10QSB,  NT 10-Q
		4/15/02		12
		3/28/02		12
		3/26/02		12					8-K
		3/25/02		12					DEF 14C
		2/19/02		12
		11/11/01		12
		9/10/01		12
		5/23/01		12
		4/3/01		12
		8/16/00		12					8-K
		7/31/00		8
		6/2/00		12					DEF 14A
		5/19/99		12
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