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):          JUNE 30, 2001



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



           FLORIDA                     000-28267            68-0427012
       (State or other                (Commission        (I.R.S. Employer
jurisdiction of incorporation)        File Number)      Identification  No.)



                             5315 NEW UTRECHT AVENUE
                               BROOKLYN, NY  11219
              (Address of principal executive offices)  (zip code)


                                 (718) 437-4523
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report.)


                                        1
<PAGE>

ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     In  June  2001,  Crouch,  Bierwolf & Chisholm, Independent Certified Public
Accountants,  the  independent  accountant  previously  engaged as the principal
accountant  to  audit  the  financial  statements  of VDO.com, Inc., resigned as
auditors for the Company.  As Crouch, Bierwolf & Chisholm resigned, the decision
to  change accountants was not approved by the Board of Directors of the Company
or  by  any  audit  or  similar  committee  thereof.

     The audit report of Crouch, Bierwolf & Chisholm on the financial statements
of VDO.com, Inc. as of March 31, 2000 and the related consolidated statements of
operations,  shareholders'  equity  and  cash  flows for each of the years ended
December  31,  1999  and  2000  (the "Audit Period") did not contain any adverse
opinion  or  disclaimer  of  opinion,  nor were they qualified or modified as to
audit  scope  or  accounting  principles,  except  the  reports were modified to
include  an explanatory paragraph wherein they expressed substantial doubt about
the  Company's ability to continue as a going concern.  During the Audit Period,
and  the  period  up  to their resignation, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.  VDO  has  provided  a  copy  of  this  disclosure  to  its  former
accountants,  and  VDO  requested  that the former accountants furnish them with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects in which they do not agree.  A copy of the former accountants' response
indicating  agreement  is  included  as  an  exhibit  to  this  report.

     After  Crouch,  Bierwolf  &  Chisholm's resignation, the board of directors
approved  the engagement of Zakheim, Roth & Co., Certified Public Accountants as
the  principal  accountant  to  audit  the  financial statements of the Company.


                                        2
<PAGE>

ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

                                    EXHIBITS

16.1     Letter  dated  January  23,  2002,  from  Crouch,  Bierwolf & Chisholm,
Independent  Certified  Public Accountants, regarding their concurrence with the
statements  made  by  the  Registrant  in  this  Current  Report.

                                   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  hereunto  duly  authorized.

Dated:  January  23,  2002                    VDO.com,  Inc.

                                              /s/ Joshua Rubinowitz
                                              ______________________________
                                              Joshua  Rubinowitz,  Director

                                        3
<PAGE>

                                 Exhibit 16.1

                    [Crouch, Bierwolf & Chisholm Letterhead]





January  22,  2002


Securities  and  Exchange  Commission
450  Fifth  Street  N.W.
Washington,  D.C.  20549

Gentlemen:

We  have  been furnished with a copy of the response to Item 4 of Form 8-K dated
January  23,  2002  for the event that occurred in June 2001, to be filed by our
former  client,  VDO.COM, INC.  We agree with the statements made in response to
that  Item  insofar  as  they  relate  to  our  Firm.

Very  truly  yours,

/s/ Crouch, Bierwolf & Chisholm, LLC
____________________________________
Crouch,  Bierwolf  &  Chisholm,  LLC
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 5500}]
{"company-data": {"conformed-name": "VDO COM INC /FL", "cik": "0001099330", "assigned-sic": "7948", "irs-number": "680427012", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28267", "film-number": "02527723"}, "business-address": {"street1": "5315 NEW UTRECHT AVE", "street2": "SUITE 100", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184374523"}, "mail-address": {"street1": "5315 NEW UTRECHT AVE.", "street2": "SUITE 100", "city": "BROOKLYN", "state": "NY", "zip": "11219"}, "former-company": [{"former-conformed-name": "EMBRYO CAPITAL GROUP", "date-changed": "20000522"}, {"former-conformed-name": "THOROUGHBRED RACING ASSOCIATES INC", "date-changed": "19991118"}, {"former-conformed-name": "VDO COM INC", "date-changed": "20000517"}]}
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):          JUNE 30, 2001

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

           FLORIDA                     000-28267            68-0427012
       (State or other                (Commission        (I.R.S. Employer
jurisdiction of incorporation)        File Number)      Identification  No.)

                             5315 NEW UTRECHT AVENUE
                               BROOKLYN, NY  11219
              (Address of principal executive offices)  (zip code)

                                 (718) 437-4523
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report.)

                                        1
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     In  June  2001,  Crouch,  Bierwolf & Chisholm, Independent Certified Public
Accountants,  the  independent  accountant  previously  engaged as the principal
accountant  to  audit  the  financial  statements  of VDO.com, Inc., resigned as
auditors for the Company.  As Crouch, Bierwolf & Chisholm resigned, the decision
to  change accountants was not approved by the Board of Directors of the Company
or  by  any  audit  or  similar  committee  thereof.

     The audit report of Crouch, Bierwolf & Chisholm on the financial statements
of VDO.com, Inc. as of March 31, 2000 and the related consolidated statements of
operations,  shareholders'  equity  and  cash  flows for each of the years ended
December  31,  1999  and  2000  (the "Audit Period") did not contain any adverse
opinion  or  disclaimer  of  opinion,  nor were they qualified or modified as to
audit  scope  or  accounting  principles,  except  the  reports were modified to
include  an explanatory paragraph wherein they expressed substantial doubt about
the  Company's ability to continue as a going concern.  During the Audit Period,
and  the  period  up  to their resignation, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.  VDO  has  provided  a  copy  of  this  disclosure  to  its  former
accountants,  and  VDO  requested  that the former accountants furnish them with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects in which they do not agree.  A copy of the former accountants' response
indicating  agreement  is  included  as  an  exhibit  to  this  report.

     After  Crouch,  Bierwolf  &  Chisholm's resignation, the board of directors
approved  the engagement of Zakheim, Roth & Co., Certified Public Accountants as
the  principal  accountant  to  audit  the  financial statements of the Company.

                                        2
ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

                                    EXHIBITS

16.1     Letter  dated  January  23,  2002,  from  Crouch,  Bierwolf & Chisholm,
Independent  Certified  Public Accountants, regarding their concurrence with the
statements  made  by  the  Registrant  in  this  Current  Report.

                                   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  hereunto  duly  authorized.

Dated:  January  23,  2002                    VDO.com,  Inc.

                                              /s/ Joshua Rubinowitz
                                              ______________________________
                                              Joshua  Rubinowitz,  Director

                                        3
Exhibit 16.1

                    [Crouch, Bierwolf & Chisholm Letterhead]

January  22,  2002

Securities  and  Exchange  Commission
450  Fifth  Street  N.W.
Washington,  D.C.  20549

Gentlemen:

We  have  been furnished with a copy of the response to Item 4 of Form 8-K dated
January  23,  2002  for the event that occurred in June 2001, to be filed by our
former  client,  VDO.COM, INC.  We agree with the statements made in response to
that  Item  insofar  as  they  relate  to  our  Firm.

Very  truly  yours,

/s/ Crouch, Bierwolf & Chisholm, LLC
____________________________________
Crouch,  Bierwolf  &  Chisholm,  LLC