Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

VIDEOLOCITY INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)

NEVADA 87-0429154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

358 South 700 East, Suite B604, Salt Lake City, Utah 84102
(Address of Principal Executive Offices) (Zip Code)

VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
(Full title of the plan)

Larry R. McNeill
358 South 700 East
Suite B604
Salt Lake City, Utah 84102
(Name and address of agent for service)

(801) 521-2808
(Telphone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
Common Stock, par value 10,000,000 $ 1.70 per Share $ 17,000,000 $ 4,250.00
$.001(1) Shares
================================== ==================== ===================== ===================== ===================
TOTAL FEE $ 4,250.00

(1) Based upon 10,000,000 shares of common stock granted under the plan
covered by this Registration Statement. The fee with respect to these
share has been calculated pursuant to Rule 457(c) under the Securities
Act of 1933, as amended, and based upon the last sale reported for the
Issuer's common stock on a date within five (5) days prior to the date
of filing this Registration Statement.

Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents are incorporated by reference in this
Registration Statement by Videolocity International, Inc. (the "Company") and
made a part hereof. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.

(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended October 31, 2000, which contains audited
financial statements for the Company's fiscal year ended
October 31, 2000.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's documents referred to in (a) above.

Item 4. Description of Securities.

The Company is authorized to issue 125,000,000 shares of common stock,
par value $.001. All shares of common stock have equal rights and privileges
with respect to voting, liquidation and dividend rights. Each share of common
stock entitles the holder thereof to (i) one non-cumulative vote for each share
held of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefore; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of common stock or any other securities. The
common stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by the provisions of the Nevada Revised Statutes (the
"NRS"), the Company has the power to indemnify any person made a party to an
action, suit or proceeding by reason of the fact that they are or were a
director, officer, employee or agent of the Company, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action, suit or proceeding if they acted in
good faith and in a manner which they reasonably believed to be in, or not
opposed to, the best interest of the Company and, in any criminal action or
proceeding, they had no reasonable cause to believe their conduct was unlawful.
Termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which they reasonably believed to be in or not opposed to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.

The Company must indemnify a director, officer, employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.

The Company's Articles of Incorporation eliminate personal liability of
directors, officers and stockholders of the Company for damages for breach of
fiduciary duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (b) the payment of distributions to stockholders in
violation of the applicable statutes of the NRS.

The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.

The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent, of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

(a) The following exhibits are filed with this Registration Statement:

Exhibit No. Exhibit Name

5.1 Opinion of Leonard E. Neilson, Attorney at Law, P.C.
23.1 Consent of David T. Thomson P.C., Independent Certified Public Accountant
23.2 Consent of Leonard E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1)
99.1 Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
Registration Statement; and
(iii) To include any additional or changed material
information on the plan of distribution.

(2) For determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering.

(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on July 31, 2001.

VIDEOLOCITY INTERNATIONAL, INC.
(Registrant)

By: /s/ JERRY E. ROMNEY, JR.
------------------------------
Jerry E. Romney, Jr.,
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

By: /s/ JERRY E. ROMNEY, JR.
------------------------------
Jerry E. Romney, Jr.,
President and Director
DATE: July 31, 2001

By: /s/ DOUGLAS B. MEADOWS
----------------------------
Douglas B. Meadows,
Chairman and Director
(Principal Executive Officer)
DATE: July 31, 2001

By: /s/ LARRY R. MCNEILL
--------------------------
Larry R. McNeill,
Vice President, Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
DATE: July 31, 2001

By: /s/ D. T. NORMAN
----------------------
D. T. Norman,

DATE: July 31, 2001

By: /s/ DR. JAMES P. HILL
---------------------------
Dr. James P. Hill,
Vice Chairman and Director
DATE: July 31, 2001

By: /s/ LAWRENCE TUREL
------------------------
Lawrence Turel,
Vice President Corporate
Development and Director
DATE: July 31, 2001

By: /s/ BENNIE L. WILLIAMS
----------------------------
Bennie L. Williams,
Vice President Sales and Director
DATE: July 31, 2001