Visual Bible International Inc – ‘8-K’ for 2/1/05

On:  Tuesday, 2/1/05, at 3:10pm ET   ·   For:  2/1/05   ·   Accession #:  1079382-5-6   ·   File #:  0-26037

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    20K 

Document Table of Contents

UNITED STATES           
SECURITIES AND EXCHANGE COMMISSION          
Washington, D.C. 20549          

FORM 8-K          

CURRENT REPORT          
Pursuant to Section 13 or 15(d) of the          
Securities Exchange Act of 1934           

February 1, 2005          

Date of Report (Date of earliest event reported)          

Visual Bible International, Inc.          

(Exact Name of Registrant as Specified in its Charter)          

Florida                000-26037              65-1030068                        

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

1235 Bay Street, Suite 300, Toronto, Ontario Canada            M5R 3K4          

(Address of Principal Executive Offices)                    (Zip Code)          

(416) 921-9950          

(Registrant's Telephone Number, Including Area Code)          

Check the appropriate box below if the Form 8-K filing is             
intended to simultaneously satisfy the filing obligation of                     
registrant under any of the following provisions                                

( ) Written communication pursuant to Rule 425 under the Securities             
Act (17 CFR 230.425)                                                            

( ) Soliciting material pursuant to Rule 14a-12 under the Exchange              
Act (17 CFR 240.14a-12)                                                         

( ) Pre-commencement communication pursuant to Rule 14d-2(b) under              
the Exchange Act (17 CFR 240.14d-2(b))                                          

( ) Pre-commencement communication pursuant to Rule 13e-4(c)under               
the Exchange Act (17 CFR 240.13e-4(c))                                          
Section 1 - Registrant's Business and Operations                                

Item 1.01.  Entry into a Material Definitive Agreement.                         

Item 1.02.  Termination of a Material Definitive Agreement.                     

Item 1.03.  Bankruptcy or Receivership.                                         

Section 2 - Financial Information                                               

Item 2.01.  Completion of Acquisition or Disposition.                           

Item 2.02.  Results of Operations and Financial Condition.                      

Item 2.03.  Creation of a Direct Financial Obligation or an                     
Obligation under an Off-Balance Sheet Arrangement of a Registrant.              

Item 2.04.  Triggering Events That Accelerate or Increase a Direct              
Financial Obligation or an Obligation under an Off-Balance Sheet                
Arrangement.                                                                    

Item 2.05.  Costs Associated with Exit or Disposal Activities.                  

Section 3 - Securities and Trading Markets                                      

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued               
Listing Rule or Standard; Transfer of Listing                                   

Item 3.02.  Unregistered Sales of Equity Securities.                            

Item 3.03.  Material Modification to Rights of Security Holders.                

Section 4 - Matters Related to Accountants and Financial Statements             

Item 4.01.  Changes in Registrant's Certifying Accountant.                      

Item 4.02.  Non-Reliance on Previously Issued Financial Statements              
or a Related Audit Report or Completed Interim Review.                          

Section 5 - Corporate Governance and Management                                 

Item 5.01.  Changes in Control of Registrant.                                   

Item 5.02.  Departure of Directors or Principal Officers; Election              
of Directors; Appointment of Principal Officers.                                

Item 5.03.  Amendments to Articles of Incorporation or Bylaws;                  
Changes in Fiscal Year.                                                         

Item 5.04.  Temporary Suspension of Trading Under Registrant's                  
Employee Benefit Plans.                                                         

Item 5.05.  Amendments to Registrant's Code of Ethics, or Waiver of             
a Provision of the Code of Ethics.                                              

Section 6 - Reserved                                                            

Section 7 - Regulation FD                                                       

Item 7.01.  Regulation FD Disclosure.                                           

Section 8 - Other Events.                                                       

Item 8.01.  Other Events.                                                       

Section 9 - Financial Statements and Exhibits                                   

Item 9.01.  Financial Statements and Exhibits.                                  

The Form 8-K 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.                       

Section 4 - Matters Related to Accountants and Financial Statements             

Item 4.01.  Changes in Registrant's Certifying Accountant.                      

On January 26, 2005 (the "Receipt Date"), by letter (the                        
"Resignation Letter") dated January 19, 2005 and received by the                
Visual Bible International, Inc. (the "Company") Samuel Klein and               
Company ("Samuel Klein"), the independent public accountants of the             
Company resigned.  Pursuant to the Resignation Letter, the reason               
provided by Samuel Klein to the Company for the resignation is the              
termination of the SEC practice group at Samuel and its inability to            
continue to service the needs of the Company as a result thereof.               

The Company has determined to engage Rotenberg, Meril, Solomon,                 
Bertiger and Gutilla ("RMSB&G") as its independent public accountants.          

The report of Samuel Klein on the financial statements of the                   
Company for the past two (2) years did not contain an adverse                   
opinion or disclaimer of opinion, or modification as to uncertainty,            
audit scope or accounting principals.                                           

There were no disagreements with Samuel Klein, whether or not                   
resolved, on any matter of accounting principals or practices,                  
financial statements disclosure or auditing scope or procedure.  No             
such disagreement was discussed with the board of directors of the              
Company (the "Board") or any committee of the Board.  Samuel Klein              
did not advise the Company of the existence of any matter described             
in Item 304(a)(1)(iv)(B)of Regulation S-B.  The Company has                     
authorized Samuel Klein to respond fully to the inquires of RMSB&G.             
SIGNATURES          

Pursuant to the requirements of the Securities Exchange Act of        
1934, the Registrant has duly caused this report to be signed on its            
behalf by the undersigned thereunder duly authorized.                           

            Visual Bible International, Inc.

February 1, 2005              By: /s/ Maurice Colson                            
             ---------------------------------
                   Maurice Colson, Chief Executive Officer

Exhibit Index           

                                                                [Download Table]
                                                       
Exhibit No.     Description                            

16.1            Will be filed subsequently by amendment

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		2/1/05		None on these Dates
		1/26/05
		1/19/05
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