UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                          SEC File No. 33-2310-D
                                                        CUSIP Number 92658Y 20 6
(Check One):
[ ]Form 10-KSB  [ ]Form 20-F   [ ]Form 11-K  [X]Form 10-QSB   [ ]Form N-SAR


                  For Period Ended: July 31, 2005

                       [ ]  Transition Report on Form 10-K
                       [ ]  Transition Report on Form 20-F
                       [ ]  Transition Report on Form 11-K
                       [ ]  Transition Report on Form 10-Q
                       [ ]  Transition Report on Form N-SAR
                            For the Transition Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:

PART I - REGISTRATION INFORMATION

Full Name of Registrant:  Videolocity International, Inc.

Former Name if Applicable:

Address of Principal Executive Office
(Street and Number):                            1762 A Prospector Avenue
City, State and Zip Code:                       Park City, Utah 84060


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

    [X]       (a) The reasons described in reasonable detail in Part III of this
              form  could  not be  eliminated  without  unreasonable  effort  or
              expense;

    [ ]       (b) The subject  annual  report,  semi-annual  report,  transition
              report on Form 10-KSB,  Form 20-F,  11-K or Form N-SAR, or portion
              thereof,  will be filed on or before the  fifteenth  calendar  day
              following the prescribed due date; or the subject quarterly report
              or transition  report on Form 10-QSB,  or portion  thereof will be
              filed on the or  before  the  fifth  calendar  day  following  the
              prescribed due date: and

    [ ]       (c) The  accountant's  statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State  below in  reasonable  detail the reasons why Forms  10-KSB,  20-F,  11-K,
10-QSB,  N-SAR, or the transition report or portion thereof,  could not be filed
within the prescribed time period.

The  registrant is working  toward  completion of its financial  statements  and
accompanying  information  to be  included  in its report on Form 10-QSB for the
three month  period  ended July 31,  2005.  However,  the  registrant  is in the
process of  accumulating  certain  information  that is necessary to  accurately
complete the filing.  The  registrant's  independent  auditors will then need to
complete their review in order for the registrant to make a timely filing of the
report.  The registrant  will use its best efforts to file the report within the
prescribed extension period.




PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification.

Leonard E. Neilson                (801)                           733-0800
- ------------------             -----------                   ------------------
     (Name)                    (Area Code)                   (Telephone Number)

(2)           Have all other periodic reports required under Section 13 or 15(d)
              of the  Securities  Exchange  Act of  1934  or  Section  30 of the
              Investment  Company Act of 1940 during the  preceding 12 months or
              for such shorter  period that the  registrant was required to file
              such report(s) been filed? If answer is not, identify  reports(s).
              Yes [X] No [ ]

(3)           Is it  anticipated  that any  significant  change  in  results  of
              operations from the corresponding  period for the last fiscal year
              will be reflected by the earnings statements to be included in the
              subject report or portion thereof? Yes [ ] No [X]

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:   September 15, 2005       By:      /S/      ROBERT HOLT
                                    --------------------------------------------
                                                   Robert Holt
                                                   Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

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