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
Date of Report (date of earliest event reported): March 5, 2004
VIDEOLOCITY INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-2310-D 87-0429154
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1762-A Prospector Avenue, Park City, Utah 84060
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (435) 615-8338
Item 4. Changes in Registrant's Certifying Accountant
On March 5, 2004, our Board of Directors met and unanimously approved a
resolution to dismiss Andersen Andersen & Strong, L.C. from its position as our
independent certifying accountants.
The audit report of Andersen Andersen & Strong, L.C. for the year ended
October 31, 2002, contained a modification expressing substantial doubt as to
Company's ability to continue as a going concern. The audit report contained no
other adverse opinion, disclaimer of opinion or modification as to uncertainty,
audit scope or accounting principle. In connection with its audits for the past
two fiscal years and review of unaudited financial statements through July 31,
2003, and through the date of dismissal on March 5, 2004, there have been no
disagreements with Andersen Andersen & Strong on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which if not resolved to the satisfaction of Andersen Anderson &
Strong, would have caused them to make reference thereto on the financial
statements.
During the two most recent fiscal years and through March 5, 2004 there
have been no reportable events as set forth in Regulation S-B, Item
304(a)(1)(iv). The Company has provided Andersen Andersen & Strong, L.C. a copy
of this Form 8-K and has requested Andersen Andersen & Strong L.C. to furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not Andersen Andersen & Strong, L.C. agrees with the above
statements. A copy of the letter provided to us by Andersen Andersen & Strong,
L.C. in response to this request is filed as Exhibit 16.1 to this Form 8-K.
Also on March 5, 2004, our Board of Directors unanimously approved a
resolution to engage Madsen & Associates, CPAs, Inc. to audit our financial
statements for the year ended October 31, 2003. During the two most recent
fiscal years and through March 5, 2004, we have not consulted with Madsen &
Associates regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the our financial statements, and no written report or oral
advice was provided to us by concluding there was an important factor to be
considered by us in reaching a decision as to an accounting, auditing or
financial reporting issue; or (ii) any matter was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B
and the related instructions thereto, or a reportable event, as set forth in
Item 304(a)(1)(iv) of Regulation S-B.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1Letter regarding change in certifying accountant
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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 thereunto duly authorized.
Date: March 10, 2004 VIDEOLOCITY INTERNATIONAL, INC.
By: /S/ ROBERT E. HOLT
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Robert E. Holt, President
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