8-K

                                  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): March 5, 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





Item 4.       Changes in Registrant's Certifying Accountant

     On March 5, 2004,  our Board of Directors  met and  unanimously  approved a
resolution to dismiss Andersen Andersen & Strong,  L.C. from its position as our
independent certifying accountants.

     The audit  report of Andersen  Andersen & Strong,  L.C.  for the year ended
October 31, 2002,  contained a modification  expressing  substantial doubt as to
Company's ability to continue as a going concern.  The audit report contained no
other adverse opinion,  disclaimer of opinion or modification as to uncertainty,
audit scope or accounting principle.  In connection with its audits for the past
two fiscal years and review of unaudited  financial  statements through July 31,
2003,  and through the date of  dismissal  on March 5, 2004,  there have been no
disagreements  with  Andersen  Andersen & Strong on any  matters  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures,  which if not resolved to the  satisfaction  of Andersen  Anderson &
Strong,  would have  caused  them to make  reference  thereto  on the  financial
statements.

     During the two most recent  fiscal  years and  through  March 5, 2004 there
have  been  no  reportable   events  as  set  forth  in  Regulation   S-B,  Item
304(a)(1)(iv).  The Company has provided Andersen Andersen & Strong, L.C. a copy
of this Form 8-K and has requested Andersen Andersen & Strong L.C. to furnish it
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether  or  not  Andersen  Andersen  &  Strong,  L.C.  agrees  with  the  above
statements.  A copy of the letter provided to us by Andersen  Andersen & Strong,
L.C. in response to this request is filed as Exhibit 16.1 to this Form 8-K.

     Also on March 5,  2004,  our  Board of  Directors  unanimously  approved  a
resolution  to engage  Madsen &  Associates,  CPAs,  Inc. to audit our financial
statements  for the year ended  October  31,  2003.  During the two most  recent
fiscal  years and through  March 5, 2004,  we have not  consulted  with Madsen &
Associates regarding (i) the application of accounting principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the our financial statements, and no written report or oral
advice was  provided to us by  concluding  there was an  important  factor to be
considered  by us in  reaching  a  decision  as to an  accounting,  auditing  or
financial  reporting  issue;  or (ii) any matter  was  either  the  subject of a
disagreement,  as that term is defined in Item  304(a)(1)(iv)  of Regulation S-B
and the related  instructions  thereto,  or a reportable  event, as set forth in
Item 304(a)(1)(iv) of Regulation S-B.

Item 7.       Financial Statements and Exhibits

         (c)  Exhibits

              16.1Letter regarding change in certifying accountant



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                                   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:  March 10, 2004                       VIDEOLOCITY INTERNATIONAL, INC.



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


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EX-16.1

Exhibit  16.1  -  Letter re: Change of Certifying Accountant




ANDERSEN ANDERSEN & STRONG, L.L.C.
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Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
                                                  Salt Lake City, Utah 84106
                                              941 East 3300 South, Suite 202
                                                    Telephone  801  468-0096
                                                          Fax  801  486-0098

March 5, 2004

United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

To Whom It May Concern:

We have reviewed Item 4 of the Current Report on Form 8-K dated March 5, 2004 of
Videolocity  International,  Inc.  regarding  our  dismissal  as its  certifying
accountants.  Please be advised  that we are in  agreement  with the  statements
contained  therein.  We have no basis to agree or disagree with other statements
of the registrant in the Form 8-K.

Very truly yours,

/s/ Andersen Andersen & Strong L.C.
- ------------------------------------
Andersen Andersen & Stong L.C.