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): May 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 9.  Regulation FD Disclosure.

Videolocity  International,  Inc.  released  the  following  information  to its
shareholders.


SALT LAKE CITY & PARK CITY, UTAH (BUSINESS WIRE) May 5, 2004

VIDEOLOCITY   INTERNATIONAL  INC.  ANNOUNCES:  NEW  STANDY  EQUITY  DISTRIBUTION
AGREEMENT

SALT LAKE  CITY--(BUSINESS  WIRE)--May 5, 2004-- Videolocity  International Inc.
(OTC BB: VCTY), Salt Lake City/Park City, Utah, announces the execution of a new
standby equity distribution agreement between Videolocity International Inc. and
Cornell Capital Partners,  LP, a New Jersey-based  domestic investment fund. The
agreement was completed on May 3 2004.

Pursuant to the terms of the funding agreement with Cornell Capital, Videolocity
has the right,  but not the  obligation,  to require Cornell Capital to purchase
shares of the company's  common stock in amounts up to $1 million per month to a
maximum of $20  million  over the next 24  months.  The  equity  draw-downs  are
entirely at Videolocity's  discretion and the agreement does not require minimum
draw-downs.  The draw-downs are subject to an effective  registration  statement
with the United States Securities and Exchange Commission covering the resale of
the  shares.  The Company  will be working  with the law firm of  Kirkpatrick  &
Lockhart to facilitate the filing of the registration statement.

Videolocity's   Chief  Executive  Officer  Robert  Holt  stated,  "  We  greatly
appreciate the continued support of Cornell Capital and believe that the Company
is well positioned to take advantage of this valuable  resource.  This agreement
provides us with the  flexibility to control the timing and amount of draw-downs
and; similar to the original agreement,  it also allows us to effectively manage
the growth strategy that includes commercial deployments and additional Research
& Development."

About Videolocity

The Videolocity  Digital  Entertainment  System(TM)  (DES(TM)) delivers video on
demand  streaming  at 1Mbps or less  while  achieving  "like"  DVD  quality.  In
addition to video content  viewing,  the DES(TM)  provides  high-speed  Internet
access,  digital  music on  demand,  games,  full Web  surfing  and a variety of
e-commerce   applications  as  well  as  customer  specific   informational  and
educational content.

The Videolocity  DES(TM) can be deployed in closed network  environments such as
in hotels, timeshare condominiums, hospitals, and assisted living facilities, or
over wide area networks serving  intelligent  communities,  residences and PDAs.
The system is currently adaptable to Wireless 802.11 WAN/LAN,  Fiber, Satellite,
Ethernet or DSL network architectures.

Videolocity  currently  offers  Microsoft-  and/or  Linux-based  solutions using
standard   protocols  and  equipment   enhanced  by  the  company's   innovative
proprietary  technologies and methodologies.  The flexible,  highly customizable
and fully scalable delivery  platforms  combined with advanced embedded software
applications  allow for full remote system  upgrades and easy updates of content
and/or system enhancements.

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This release 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.


 ADDITIONAL INFORMATION: Investor Relations (435) 615-8338
                         or www.videolocity.com

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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:  May 05, 2004                      VIDEOLOCITY INTERNATIONAL, INC.


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





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