MADSEN & ASSOCIATES, CPA's INC.
Certified Public Accountants and Business Consultants

                                                684 East Vine Street, #3
                                                Murray, Utah 84107
                                                Telephone 801-268-2632
                                                Fax 801-262-3978





CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have  issued  our report  dated  March 16,  2004,  accompanying  the  audited
financial  statements of Videolocity  International,  Inc. and  Subsidiaries  at
October  31,  2003,  and the related  statements  of  operations,  stockholders'
equity,  and cash flows for the years  ended  October  31, 2003 and 2002 and the
period May 26, 2000 to October 31, 2003 and hereby consent to the  incorporation
by reference to such report in a Registration Statement on Form SB-2.


/s/ Madsen & Associates Inc.
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July 7, 2004