Leonard E. Neilson
Attorney at Law
8160 South Highland Drive
Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800 Fax: (801) 733-0808
July 31, 2001
Securities and Exchange Commission
Attention: Document Control
Filing Desk
450 Fifth Street, N.W.
Washington, DC 20549
Via EdgarLink
Re: Videolocity International, Inc.
Registration Statement on Form S-8
Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan
S.E.C. File No. 33-2310-D
CIK: 0000786771
Commissioners:
On behalf of Videolocity International, Inc. (the "Registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement"), and pursuant to the requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and the applicable rules and regulations thereunder,
please find herewith the following regarding the Registration Statement:
1. One copy of the Registration Statement including exhibits filed
pursuant to the provisions of Regulation S-T.
2. The applicable filing fees has been deposited into the Company's
S.E.C. account.
The Registration Statement covers the proposed offering of 10,000,000
shares of the Registrant's common stock to be issued pursuant to its
subsidiary's Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan.
The Registrant would like the Registration Statement declared effective upon
receipt by the Commission Staff.
Please direct your comments or questions with respect to the
Registration Statement and the enclosed materials to the undersigned by
telephone at (801) 733-0800, or by FAX at (801) 733-0808
Yours truly,
By: /s/ Leonard E. Neilson
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Leonard E. Neilson
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