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): September 16, 2004


                         VIDEOLOCITY INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Nevada                    33-2310-D                 87-0429154
- ----------------------------        -----------             ------------------
(State or other jurisdiction        (Commission             (IRS Employer
    of incorporation)               File Number)            Identification No.)


                 1762-A Prospector Avenue, Park City, Utah 84060
               (Address of Principal Executive Offices) (Zip Code)



Registrant's Telephone Number, including Area Code:  (435) 615-8338


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

[ ]      Written  communications  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  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))





Section 5 - Corporate Governance and Management

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

On July 2,  2004 the  Board of  Directors  of  Videolocity  International,  Inc.
authorized  for  submission  to  shareholders  that  represent a majority of the
Company's common stock  outstanding,  an amendment to the Company's  Articles of
Incorporation,  to increase the number of authorized shares of common stock from
50,000,000  to  100,000,000,  and the number of  authorized  shares of preferred
stock from 1,000,000 to 5,000,000.  The Company did not solicit proxies and made
the proposal as of July 31, 2004 to shareholders  holding at least a majority of
the outstanding shares.

As of September 16, 2004, the Company has received written consent  representing
approximately 55 percent, or 8,309,974 shares of common stock, out of 15,123,863
shares issued and  outstanding  at July 31, 2004.  Action will be taken based on
the written consent of shareholders as soon as administratively possible. A copy
of the amendment to the Articles of Incorporation will be filed as an exhibit to
Form 8-K following the filing of the amendment.

                                   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:  September 21, 2004                      VIDEOLOCITY INTERNATIONAL, INC.

                                               By:    /S/   ROBERT E. HOLT
                                               ---------------------------------
                                               Robert E. Holt, President


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