EX-99 2 exhibit99.txt COVER LETTER Leonard E. Neilson Attorney at Law 8160 South Highland Drive Suite 209 Sandy, Utah 84093 Phone: (801) 733-0800 Fax: (801) 733-0808 July 31, 2001 Securities and Exchange Commission Attention: Document Control Filing Desk 450 Fifth Street, N.W. Washington, DC 20549 Via EdgarLink Re: Videolocity International, Inc. Registration Statement on Form S-8 Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan S.E.C. File No. 33-2310-D CIK: 0000786771 Commissioners: On behalf of Videolocity International, Inc. (the "Registrant") in connection with its Registration Statement on Form S-8 (the "Registration Statement"), and pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the applicable rules and regulations thereunder, please find herewith the following regarding the Registration Statement: 1. One copy of the Registration Statement including exhibits filed pursuant to the provisions of Regulation S-T. 2. The applicable filing fees has been deposited into the Company's S.E.C. account. The Registration Statement covers the proposed offering of 10,000,000 shares of the Registrant's common stock to be issued pursuant to its subsidiary's Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan. The Registrant would like the Registration Statement declared effective upon receipt by the Commission Staff. Please direct your comments or questions with respect to the Registration Statement and the enclosed materials to the undersigned by telephone at (801) 733-0800, or by FAX at (801) 733-0808 Yours truly, By: /s/ Leonard E. Neilson -------------------------- Leonard E. Neilson :ae Attachments