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): April 23, 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

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Item 9.  Regulation FD Disclosure.

         On April 23, 2004, Videolocity International,  Inc. caused to be mailed
to its shareholders a letter containing the following information:

                                * * * * * * * * *

                         VIDEOLOCITY INTERNATIONAL, INC.

To Our Shareholders,
Employees, Consultants and Partners:

As FY 2002 began, we anticipated an improvement in  Videolocity's  business.  We
expected  market   conditions  to  improve  with  the  global  financial  crisis
tempering,  and the downturn in  technology  related  industries  bottoming  and
growth  starting again. We expected our Research and Development to continue its
growth and lead the  Company  to revenue  and  profitability.  Additionally,  we
expected our  restructuring of management  throughout 2002 to yield results with
the closing of much needed  funding.  These events did not prove to be true, and
Videolocity's results fell short of expectations over the last few years.

In total, net losses for FY 2003 were  approximately  $1,989,000,  a decrease of
approximately 36 percent versus FY 2002.  Losses were $0.33 per diluted share in
FY 2003 and $0.61 per diluted share in FY 2002.  Losses for the first quarter of
FY 2004 were $0.06 per diluted share versus $0.12 per diluted share for the same
quarter  in  the  previous  year.  The  company  has  accumulated  approximately
$6,640,000 in loss carry forwards from inception through FY 2003. As the Company
progresses   towards  the  recording  of  revenues  and,   ultimately,   towards
anticipated  profitability,  these loss carry forwards can be utilized to offset
income taxes.

The technology and telecommunications  industries started their recovery in late
2003,  with the last quarter of 2003  improving  slowly and the first quarter of
2004 growing at increasing rates. Videolocity's segment followed this trend with
access  to  lease  capital  for  the   commercial   deployment  of  the  Digital
Entertainment  System  (DES) and  projected  revenues as the year  unfolds.  The
Company  anticipates  that the  Hospitality  segment will  generate  incremental
operating  income on a substantial  revenue  increase from the deployment of the
DES  into  Hotels  and  Casino   Resorts  during  FY  2004.   This   anticipated
profitability  increase is evidence of the success of our FY 2002  restructuring
program and improved technology from our recent Research and Development.

We  anticipate  that  Videolocity's  Hospitality,   Healthcare  and  Residential
segments will be favorably  impacted by the market's  increased  demands for the
interactive delivery of Video-on-Demand  (VOD) and other digital content as well
as the continuing growth of broadband service.  Broadband is the fastest growing
area in the telecommunications industry, and Videolocity has a clear path in the
adoption  of  VOD  and  other   services.   We  anticipate   that  revenues  for
Videolocity's  segments will grow as the Company  executes  technology  transfer
licenses for the delivery of the DES into all identified  market  segments.  The
anticipated  license  opportunity  will greatly  decrease the Company's  capital
expenses and provide operating revenue that will fund the continued Research and
Development  of emerging  technologies  and a residual  revenue stream that will
build shareholder value.


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We have  made  strategic  additions  to our  Intellectual  Properties  and trade
secrets that better  position the Company for  additional  market  opportunities
over the next several years.  Videolocity is currently enhancing,  manufacturing
and marketing the DES and developing other related digital technologies from its
office in Park City, Utah. The Company is discussing several funding options and
anticipates  closing  within the next three months.  This would allow us to move
forward with the execution of the Company's  business  plan.  Videolocity  has a
strong  competitive  advantage in the delivery of VOD and other digital content,
along with very promising  opportunities in the residential  market. As we enter
the second  quarter of 2004,  the outlook is much brighter than the recent past.
We will begin to visit our strategic approach to the future every quarter;  and,
with the addition of a few updates,  our strategies  will be shared with each of
you. We will focus our core technologies,  as well as complimentary technologies
that - when  combined  with funding - should  create value added systems for our
customers  and  returns to each of you. We will focus on key  customer  segments
that exhibit attractive growth  characteristics  and require our technologies to
ensure  success.  Again,  these  segments  include  Hospitality,  Healthcare and
Residential.  We will focus on customers' needs and applying our technologies to
meet those needs, working directly with customers worldwide.

The markets upon which we focus are all  experiencing  strong growth trends that
should last for the next  several  years and over that period  Videolocity  will
focus on the next generation of technologies  for the emerging  markets to come.
We thank each of you for the  long-standing  support and look forward to sharing
the strong  returns  that the Company and its  technologies  are  positioned  to
provide.

Sincerest regards,
/s/ Robert E Holt
- ----------------------
Robert E Holt
President & CEO


This letter contains  statements that  constitute  "forward-looking  statements"
within the meaning of Section 21E of the Securities Exchange Act and Section 27A
of the Securities  Act.  Readers are cautioned not to put undue reliance on such
forward-looking  statements.  Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties.

Certain  factors  may cause  actual  results  to differ  materially  from  those
contained in the forward-looking  statements,  including but not limited to: the
development and/or acceptance of new products,  the impact of competition on the
Company's products and/or pricing, and the success of the Company's systems.


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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:  April 23, 2004               VIDEOLOCITY INTERNATIONAL, INC.


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



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