8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OR
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): March 3, 2003


                                 IVIDEONOW, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE               0-26351            95-4603237
          (State or other         (Commission File    (IRS Employer
   jurisdiction of incorporation      Number)       Identification Number)


           383 INVERNESS PARKWAY, SUITE 100, ENGLEWOOD, COLORADO 80112
                    (Address of principal executive offices)


                                 (720) 889-0133
              (Registrant's telephone number, including area code)








ITEM  1.  CHANGES  IN  CONTROL  OF  REGISTRANT.

On  March  3,  2003,  the  Registrant entered into a binding letter of intent to
acquire all of the issued and outstanding capital stock of 99 Cent Stuff, LLC in
exchange  for 19,000,000 shares ("post split") of the Registrant's common stock.
As  a  pre-condition  to  the acquisition, the Registrant has agreed to effect a
1-for-25  reverse  stock split, reducing the total issued and outstanding common
stock  of  the Registrant to approximately 1,000,000 shares.  At the closing, 99
Cent  Stuff  will become a wholly-owned subsidiary of the Registrant, and the 99
Cent  Stuff  shareholders  will own approximately 95% of the Registrant's issued
and  outstanding  common stock.  Furthermore, upon the close of the acquisition,
the  Registrant  will  change  its  name  to  "99  Cent  Stuff,  Inc."

The  closing  of the transaction is subject to certain covenants, conditions and
representations,  audit  statements, various due diligence requirements, and the
completion  by 99 Cent Stuff, LLC of a private placement of at least $3,000,000.
There  is  no  assurance  that  the  transaction  will  close.

If  an Acquisition Agreement has not been executed by the Registrant and 99 Cent
Stuff  by April 30, 2003, or at a later date mutually agreed upon, the letter of
intent  shall  automatically expire.  In addition, 99 Cent Stuff, LLC has agreed
to  pay  a "Break-up Fee" of between $50,000 and $100,000 if, during the term of
the letter of intent, it enters into a transaction other than the acquisition by
the  Registrant.

99 Cent Stuff, LLC operates ten "big box" stores located in Florida.  Its stores
offer  a  variety of products priced at 99 cents or less.  Revenues for the year
2002 were in excess of $39,000,000.  Its growth plan, during 2003 to 2004, calls
for  the  opening  of  up  to  15  additional  stores  in  the  Florida  area.


ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

See  Item  1  above.


ITEM  5.  OTHER  EVENTS.

On  March  3,  2003,  the  Registrant  published  a press release announcing the
Acquisition.  The complete text of the March 3, 2003 press release issued by the
Registrant  is  filed  as  Exhibit  99.3,  hereto,  and  is incorporated by this
reference.





ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

(a)     Financial  Statements  of  business  acquired.

          None.

(b)     Pro  Forma  Financial  Information

          None.

(c)     Exhibits


Exhibit No.          Exhibit Descriptions
- ------------       --------------------------------------

99.3                 Press  Release  dated  March  3,  2003







                                    SIGNATURE


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  hereunto  duly  authorized.

Dated:     March  10,  2003

                                   IVIDEONOW,  INC.


                                   By:     /s/  Kevin  R.  Keating
                                   ------------------------------------------
                                   Kevin  R.  Keating
                                   Chief  Executive  Officer  and  President

EX-99.3

IVIDEONOW,  INC.  ANNOUNCES  LETTER  OF  INTENT TO MERGE WITH 99 CENT STUFF, LLC

Englewood, CO-March 3, 2003-iVideoNow (OTC BB: VNOW) announced today that it has
entered  into  a  letter of intent to effect a merger with 99 Cent Stuff, LLC, a
Florida-based  deep  discount  retail  chain  established  in  1999.  The
merger/acquisition  will  be  completed  pursuant  to  the  terms  of  a  formal
Acquisition  Agreement which will require iVideoNow to effect a 1-for-25 reverse
stock  split  resulting  in  1  million  outstanding  shares  of iVideoNow.  The
Acquisition  Agreement will also require the issuance of 19 million newly issued
shares  of  iVideoNow  common  stock  and  will  entail 99 Cent Stuff becoming a
wholly-owned  subsidiary  of iVideoNow.  Upon completion of the Acquisition, the
current  owners  of  99 Cent Stuff will own approximately 95% of the outstanding
stock  of  iVideoNow  and  iVideoNow  will  change  its  name  to 99 Cent Stuff.

The  acquisition  is dependent upon 99 Cent Stuff completing a private placement
of  at least $3 million and other representations and conditions to be contained
in  a  formal  Acquisition  Agreement.  There  can  be  no  assurance  that this
acquisition  will  be completed.  99 Cent Stuff has retained Keating Investments
to  act  as  financial  advisor  with  respect  to  the  proposed  transaction.

Kevin  R.  Keating,  President  of  iVideoNow,  stated  "This  transaction,  if
consummated,  will  allow  iVideoNow  shareholders  to  participate in a dynamic
Florida  retailer, in the fastest growing sector of the retail industry, founded
and  operated  by the legendary manager and merchandiser, Raymond Zimmerman, the
founder of Service Merchandise. This would be a wonderful opportunity to enhance
iVideoNow  shareholders'  value."

99  Cent  Stuff  currently  operates 10 big-box Florida stores. Its stores offer
products at 99 cents or below and the Company ended 2002 with revenues in excess
of  $39  million.  Its  growth plan calls for the opening of up to 15 additional
stores  in  Florida  in  2003-04.

Certain  of  the  above  statements  contained  in  this  press  release contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended.  Actual  results,  events,  and  circumstances  (including  future
performance, results and trends) could differ materially from those set forth in
such  statements due to various factors, risks, and uncertainties. iVideoNow has
no  duty  and  undertakes  no  obligation  to  update  such  statements.

For  more  information,  please  contact:

Kevin  R.  Keating
President,  iVideoNow,  Inc.
(772)  231-7544