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):
[X]Form 10-KSB   [ ]Form 20-F   [ ]Form 11-K   [ ]Form 10-QSB     [ ]Form N-SAR

                  For Period Ended: October 31, 2006

             [ ]    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):                        5532 Lillehammer Lane STE 300
City, State and Zip Code:                   Park City, Utah 84098


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;

    [X]           (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  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 has been working with the  independent  accountant to finish the
audit  of the  Registrant's  financial  statements,  however,  at this  time the
independent  accountant has not completed  their  procedures.  The Registrant is
also working with the  Registrant's  legal  counsel to finish their  reading and
procedures on the 10-KSB. Accordingly, the Company is unable to prepare and file
with the SEC its yearly report on Form 10-KSB in a timely manner. The Registrant
anticipates that it will have its audited financial statements finalized and its
yearly report  completed to enable it 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:   January 30, 2006               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).

                                      -2-