Registration No.
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         VIDEOLOCITY INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

                NEVADA                                    87-0429154
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification Number)

           358 South 700 East, Suite B604, Salt Lake City, Utah 84102
               (Address of Principal Executive Offices) (Zip Code)

        VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Larry R. McNeill
                               358 South 700 East
                                   Suite B604
                           Salt Lake City, Utah 84102
                     (Name and address of agent for service)

                                 (801) 521-2808
          (Telphone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>     <C>                            <C>                 <C>                  <C>                     <C>
                                                              Proposed               Proposed
                                                               Maximum                Maximum              Amount of
       Title of Securities             Amount to be        Offering Price            Aggregate           Registration
         to be Registered               Registered            Per Share           Offering Price              Fee
Common Stock, par value                 10,000,000        $ 1.70 per Share         $ 17,000,000           $ 4,250.00
$.001(1)                                  Shares
================================== ==================== =====================  =====================  ===================
                                                                                    TOTAL FEE         $ 4,250.00
</TABLE>

(1)      Based upon  10,000,000  shares of common stock  granted  under the plan
         covered by this Registration  Statement.  The fee with respect to these
         share has been calculated  pursuant to Rule 457(c) under the Securities
         Act of 1933, as amended,  and based upon the last sale reported for the
         Issuer's  common stock on a date within five (5) days prior to the date
         of filing this Registration Statement.


                                       1
<PAGE>

Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration  Statement by Videolocity  International,  Inc. (the "Company") and
made a part hereof. All documents  subsequently filed by the Company pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing such documents.

         (a)      The  Company's  latest  annual  report on Form  10-KSB for the
                  fiscal year ended  October 31, 2000,  which  contains  audited
                  financial  statements  for the  Company's  fiscal  year  ended
                  October 31, 2000.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Company's documents referred to in (a) above.

         (c)      Not applicable.

Item 4.  Description of Securities.

         The Company is authorized to issue 125,000,000  shares of common stock,
par value $.001.  All shares of common  stock have equal  rights and  privileges
with respect to voting,  liquidation and dividend  rights.  Each share of common
stock entitles the holder thereof to (i) one non-cumulative  vote for each share
held of record on all matters submitted to a vote of the  stockholders;  (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefore; and (iii) to
participate pro rata in any  distribution of assets  available for  distribution
upon liquidation of the Company.  Stockholders of the Company have no preemptive
rights to acquire additional shares of common stock or any other securities. The
common  stock is not  subject  to  redemption  and  carries no  subscription  or
conversion  rights.  All  outstanding  shares of common stock are fully paid and
non-assessable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the  provisions  of the Nevada  Revised  Statutes  (the
"NRS"),  the  Company has the power to  indemnify  any person made a party to an
action,  suit or  proceeding  by  reason  of the  fact  that  they are or were a
director,   officer,  employee  or  agent  of  the  Company,  against  expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action,  suit or proceeding if they acted in
good  faith and in a manner  which  they  reasonably  believed  to be in, or not
opposed  to, the best  interest of the Company  and, in any  criminal  action or
proceeding,  they had no reasonable cause to believe their conduct was unlawful.
Termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.


                                       2
<PAGE>

         The Company must  indemnify a director,  officer,  employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding,  or in defense of any claim, issue, or matter in the
proceeding,  to which  they  are a party  because  they are or were a  director,
officer  employee  or  agent  of the  Company,  against  expenses  actually  and
reasonably incurred by them in connection with the defense.

         The Company's Articles of Incorporation eliminate personal liability of
directors,  officers and  stockholders  of the Company for damages for breach of
fiduciary  duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional  misconduct,  fraud or a knowing
violation  of law,  or (b) the  payment  of  distributions  to  stockholders  in
violation of the applicable statutes of the NRS.

         The Company may provide to pay the expenses of officers  and  directors
incurred in  defending a civil or criminal  action,  suit or  proceeding  as the
expenses  are incurred  and in advance of the final  disposition  of the action,
suit or  proceeding,  upon  receipt  of an  undertaking  by or on  behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent  jurisdiction that they are not entitled to be indemnified by
the Company.

         The NRS also permits a corporation  to purchase and maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director,  officer, employee or agent, of
another corporation,  partnership,  joint venture, trust or other enterprise for
any liability  asserted against them and liability and expenses incurred by them
in their capacity as a director,  officer,  employee or agent, or arising out of
their status as such,  whether or not the Company has the authority to indemnify
them against such liability and expenses.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>

Exhibit No.                     Exhibit Name

<S>         <C>
 5.1        Opinion of Leonard E. Neilson, Attorney at Law, P.C.
23.1        Consent of David T. Thomson P.C., Independent Certified Public Accountant
23.2        Consent of Leonard E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1)
99.1        Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan
</TABLE>


                                       3
<PAGE>

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement:

                  (i)        To include any prospectus required by Section 10(a)
                             (3) of the Securities Act of 1933;
                  (ii)       To reflect  in the  prospectus  any facts or events
                             which,  individually   or  together,   represent  a
                             fundamental  change  in   the  information  in  the
                             Registration Statement; and
                  (iii)      To  include  any  additional  or  changed  material
                             information on the plan of distribution.

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new registration statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering.

         (3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

                                       4
<PAGE>

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on July 31, 2001.

                                      VIDEOLOCITY INTERNATIONAL, INC.
                                                        (Registrant)


                                      By:  /s/ JERRY E. ROMNEY, JR.
                                      ------------------------------
                                               Jerry E. Romney, Jr.,
                                               President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


                                      By:  /s/ JERRY E. ROMNEY, JR.
                                      ------------------------------
                                               Jerry E. Romney, Jr.,
                                               President and Director
                                               DATE: July 31, 2001


                                      By:  /s/  DOUGLAS B. MEADOWS
                                      ----------------------------
                                               Douglas B. Meadows,
                                               Chairman and Director
                                               (Principal Executive Officer)
                                               DATE: July 31, 2001


                                      By:  /s/  LARRY R. MCNEILL
                                      --------------------------
                                               Larry R. McNeill,
                                               Vice President, Chief Financial
                                               Officer and Director
                                               (Principal Financial and
                                               Accounting Officer)
                                               DATE: July 31, 2001


                                      By:  /s/  D. T. NORMAN
                                      ----------------------
                                               D. T. Norman,


                                               DATE: July 31, 2001


                                      By:  /s/  DR. JAMES P. HILL
                                      ---------------------------
                                               Dr. James P. Hill,
                                               Vice Chairman and Director
                                               DATE: July 31, 2001


                                      By:  /s/  LAWRENCE TUREL
                                      ------------------------
                                               Lawrence Turel,
                                               Vice President Corporate
                                               Development and Director
                                               DATE: July 31, 2001


                                      By:  /s/ BENNIE L. WILLIAMS
                                      ----------------------------
                                               Bennie L. Williams,
                                               Vice President Sales and Director
                                               DATE: July 31, 2001


                                       5
<PAGE>
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{"company-data": {"conformed-name": "VIDEOLOCITY INTERNATIONAL INC", "cik": "0000786771", "assigned-sic": "6770", "irs-number": "870429154", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66370", "film-number": "1694083"}, "business-address": {"street1": "1762-A PROSPECTOR DR", "city": "PARK CITY", "state": "UT", "zip": "84060", "phone": "801-230-0839"}, "mail-address": {"street1": "1762-A PROSPECTOR DR", "city": "PARK CITY", "state": "UT", "zip": "84060"}, "former-company": [{"former-conformed-name": "PINE VIEW TECHNOLOGIES CORP", "date-changed": "19960608"}, {"former-conformed-name": "PINE VIEW TECHNOLOGIES INC", "date-changed": "20000124"}]}
Registration No.
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         VIDEOLOCITY INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

                NEVADA                                    87-0429154
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification Number)

           358 South 700 East, Suite B604, Salt Lake City, Utah 84102
               (Address of Principal Executive Offices) (Zip Code)

        VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Larry R. McNeill
                               358 South 700 East
                                   Suite B604
                           Salt Lake City, Utah 84102
                     (Name and address of agent for service)

                                 (801) 521-2808
          (Telphone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                               Maximum                Maximum              Amount of
       Title of Securities             Amount to be        Offering Price            Aggregate           Registration
         to be Registered               Registered            Per Share           Offering Price              Fee
Common Stock, par value                 10,000,000        $ 1.70 per Share         $ 17,000,000           $ 4,250.00
$.001(1)                                  Shares
================================== ==================== =====================  =====================  ===================
                                                                                    TOTAL FEE         $ 4,250.00
(1)      Based upon  10,000,000  shares of common stock  granted  under the plan
         covered by this Registration  Statement.  The fee with respect to these
         share has been calculated  pursuant to Rule 457(c) under the Securities
         Act of 1933, as amended,  and based upon the last sale reported for the
         Issuer's  common stock on a date within five (5) days prior to the date
         of filing this Registration Statement.

                                       1
Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration  Statement by Videolocity  International,  Inc. (the "Company") and
made a part hereof. All documents  subsequently filed by the Company pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing such documents.

         (a)      The  Company's  latest  annual  report on Form  10-KSB for the
                  fiscal year ended  October 31, 2000,  which  contains  audited
                  financial  statements  for the  Company's  fiscal  year  ended
                  October 31, 2000.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Company's documents referred to in (a) above.

         (c)      Not applicable.

Item 4.  Description of Securities.

         The Company is authorized to issue 125,000,000  shares of common stock,
par value $.001.  All shares of common  stock have equal  rights and  privileges
with respect to voting,  liquidation and dividend  rights.  Each share of common
stock entitles the holder thereof to (i) one non-cumulative  vote for each share
held of record on all matters submitted to a vote of the  stockholders;  (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefore; and (iii) to
participate pro rata in any  distribution of assets  available for  distribution
upon liquidation of the Company.  Stockholders of the Company have no preemptive
rights to acquire additional shares of common stock or any other securities. The
common  stock is not  subject  to  redemption  and  carries no  subscription  or
conversion  rights.  All  outstanding  shares of common stock are fully paid and
non-assessable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the  provisions  of the Nevada  Revised  Statutes  (the
"NRS"),  the  Company has the power to  indemnify  any person made a party to an
action,  suit or  proceeding  by  reason  of the  fact  that  they are or were a
director,   officer,  employee  or  agent  of  the  Company,  against  expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action,  suit or proceeding if they acted in
good  faith and in a manner  which  they  reasonably  believed  to be in, or not
opposed  to, the best  interest of the Company  and, in any  criminal  action or
proceeding,  they had no reasonable cause to believe their conduct was unlawful.
Termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.

                                       2
The Company must  indemnify a director,  officer,  employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding,  or in defense of any claim, issue, or matter in the
proceeding,  to which  they  are a party  because  they are or were a  director,
officer  employee  or  agent  of the  Company,  against  expenses  actually  and
reasonably incurred by them in connection with the defense.

         The Company's Articles of Incorporation eliminate personal liability of
directors,  officers and  stockholders  of the Company for damages for breach of
fiduciary  duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional  misconduct,  fraud or a knowing
violation  of law,  or (b) the  payment  of  distributions  to  stockholders  in
violation of the applicable statutes of the NRS.

         The Company may provide to pay the expenses of officers  and  directors
incurred in  defending a civil or criminal  action,  suit or  proceeding  as the
expenses  are incurred  and in advance of the final  disposition  of the action,
suit or  proceeding,  upon  receipt  of an  undertaking  by or on  behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent  jurisdiction that they are not entitled to be indemnified by
the Company.

         The NRS also permits a corporation  to purchase and maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director,  officer, employee or agent, of
another corporation,  partnership,  joint venture, trust or other enterprise for
any liability  asserted against them and liability and expenses incurred by them
in their capacity as a director,  officer,  employee or agent, or arising out of
their status as such,  whether or not the Company has the authority to indemnify
them against such liability and expenses.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) The following exhibits are filed with this Registration Statement:
Exhibit No.                     Exhibit Name
5.1        Opinion of Leonard E. Neilson, Attorney at Law, P.C.
23.1        Consent of David T. Thomson P.C., Independent Certified Public Accountant
23.2        Consent of Leonard E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1)
99.1        Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan
3
Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement:

                  (i)        To include any prospectus required by Section 10(a)
                             (3) of the Securities Act of 1933;
                  (ii)       To reflect  in the  prospectus  any facts or events
                             which,  individually   or  together,   represent  a
                             fundamental  change  in   the  information  in  the
                             Registration Statement; and
                  (iii)      To  include  any  additional  or  changed  material
                             information on the plan of distribution.

         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new registration statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering.

         (3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

                                       4
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on July 31, 2001.

                                      VIDEOLOCITY INTERNATIONAL, INC.
                                                        (Registrant)

                                      By:  /s/ JERRY E. ROMNEY, JR.
                                      ------------------------------
                                               Jerry E. Romney, Jr.,
                                               President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                                      By:  /s/ JERRY E. ROMNEY, JR.
                                      ------------------------------
                                               Jerry E. Romney, Jr.,
                                               President and Director
                                               DATE: July 31, 2001

                                      By:  /s/  DOUGLAS B. MEADOWS
                                      ----------------------------
                                               Douglas B. Meadows,
                                               Chairman and Director
                                               (Principal Executive Officer)
                                               DATE: July 31, 2001

                                      By:  /s/  LARRY R. MCNEILL
                                      --------------------------
                                               Larry R. McNeill,
                                               Vice President, Chief Financial
                                               Officer and Director
                                               (Principal Financial and
                                               Accounting Officer)
                                               DATE: July 31, 2001

                                      By:  /s/  D. T. NORMAN
                                      ----------------------
                                               D. T. Norman,

                                               DATE: July 31, 2001

                                      By:  /s/  DR. JAMES P. HILL
                                      ---------------------------
                                               Dr. James P. Hill,
                                               Vice Chairman and Director
                                               DATE: July 31, 2001

                                      By:  /s/  LAWRENCE TUREL
                                      ------------------------
                                               Lawrence Turel,
                                               Vice President Corporate
                                               Development and Director
                                               DATE: July 31, 2001

                                      By:  /s/ BENNIE L. WILLIAMS
                                      ----------------------------
                                               Bennie L. Williams,
                                               Vice President Sales and Director
                                               DATE: July 31, 2001

                                       5