SECURITIES AND EXCHANGE COMMISSION
                             Washington,  D.C.  20549



                                    FORM  10-Q


             QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
                         SECURITIES  EXCHANGE  ACT  OF  1934

                  For  the  quarterly  period  ended  March  31,  2003


                         Commission  file  number:  0-29651


                           USA  VIDEO  INTERACTIVE  CORP.
             (Exact  name  of  registrant  as  specified  in  its  charter)


                WYOMING                                 06-1576391
     (State  or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation  or  Organization)


      83  Halls  Road,  Old  Lyme,  Connecticut                06355
     (Address  of  principal  executive  offices)            (ZIP  code)


                                 (860)  434-5535
              (Registrant's  Telephone  Number,  including  Area  Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

Yes  |X|       No  |_|

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).  Yes  |_|  No  |X|

At  May  9, 2002, there were 107,995,089 shares of the registrant's common stock
outstanding.



PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements



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<PAGE>

Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition and
          Results  of  Operations

CAUTIONARY  STATEMENT

Certain  statements  contained in this Quarterly Report on Form 10-Q ("Report"),
including,  without  limitation,  statements  containing  the  words
"believes,""anticipates,"  "estimates,"  "expects," and words of similar import,
constitute  "forward-looking  statements."  Readers  should  not  place  undue
reliance on these forward-looking  statements.  USA Video's actual results could
differ materially from those  anticipated  in these  forward-looking  statements
for  many  reasons,  including  risks  and  uncertainties set forth in USA Video
Interactive  Corp.'s Annual Report on Form 10-K, the most important of which are
summarized below under Factors Which May Affect Future Results of Operations, as
well as in other  documents  USA  Video  files  with the Securities and Exchange
Commission  ("SEC").

The  following  information  has  not  been  audited.  You  should  read  this
information  in  conjunction with the unaudited financial statements and related
notes  to  financial  statements  included  in  this  report.

OVERVIEW  OF  THE  COMPANY

USA  Video  Interactive Corp. ("USA Video" or the "Company") designs and markets
to  business customers streaming video and video-on-demand systems, services and
source-to-destination  digital  media  delivery  solutions  that  allow  live or
recorded  digitized  and  compressed  video  to be transmitted through Internet,
intranet,  satellite  or  wireless connectivity. The Company's systems, services
and delivery solutions include video content production, content encoding, media
asset  management,  media  and  application  hosting,  multi-mode  content
distribution,  transaction  data  capture and reporting, e-commerce, specialized
engineering  services,  and  Internet  streaming  hardware.

USVO  holds the patent for Store-and-Forward Video-on-Demand (#5,130,792), filed
in  1990 and issued by the United States Patent and Trademark Office on July 14,
1992.  It has been cited by at least 145 subsequent patents.  USVO holds similar
patents  in England, France, Spain, Italy, Germany, and Canada, and has a patent
pending  in Japan.  USVO anticipates actively engaging in licensing this patent.

The  Company's  products  and  services  are  based on its proprietary Store and
Forward  Video-on-Demand  ("VoD").  USA  Video's  Store  and  Forward  VoD  is a
patented  technique  for  transmitting  video  over  switched  (telephone-like)
networks  and  allowing  the user to view the video using videocassette recorder
(VCR)-like  controls  (play,  pause,  stop, etc.).  Store and Forward VoD is the
mechanism  by  which  the  delivery of compressed video is managed and, together
with compression technology, facilitates the delivery of video to an end user in
a  timely  and  interactive  fashion.

USA  Video  has  developed  a  number of specific products and services based on
these  technologies.  These  include  StreamHQ(TM),  a  collection  of
source-to-destination  media  delivery  services  marketed  to  businesses;
EncodeHQ(TM),  a  service  that  digitizes  and  compresses analog-source video;
hardware  server  and encoder system applications under the brand name Hurricane
Mediacaster(TM);  ZMail(TM),  a service that delivers web and rich media content
to targeted audiences; mediaClix(TM), a service that delivers content similar to
Zmail  but originating from an existing web presence; and Video's patent-pending
Digital  Fingerprinting,  a  Digital Rights Management ("DRM") technology, is to
deter  digital  video  piracy  once  a user has been authorized to view a video.

The  Company  was  incorporated on April 18, 1986, as First Commercial Financial
Group  Inc. in the Province of Alberta, Canada.  In 1989,its name was changed to
Micron  Metals  Canada  Corp., which purchased 100% of the outstanding shares of
USA  Video  Inc.,  a  Texas  corporation, in order to focus on the digital media
business.  In  1995, the Company changed its name to USA Video Interactive Corp.
and  continued  its corporate existence to the State of Wyoming. The Company has
five  wholly-owned subsidiaries:  USA Video (California) Corp., USA Video Corp.,
USA  Video  Productions  Inc.,  USA Video Technologies, Inc., and USVO, Inc. USA
Video's  executive  and  corporate offices are located in Old Lyme, Connecticut,
and  its  Canadian  offices  are  located  in  Vancouver,  British  Columbia.

BUSINESS  OBJECTIVES:

USVO  has  established  the  following  near-term  business  objectives:

1.   Leverage USVO's digital video patent for licensing fees and partnerships in
     the  United  States  and  internationally;

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2.   Patent  and  license new technology developed within the corporate research
     and  development program;

3.   Establish  StreamHQ(TM)as  the industry standard in the streaming video and
     rich  media  marketplace;

4.   Attain industry recognition for the superior architectural, functional, and
     business  differentiators  of  the  StreamHQ(TM)  architecture;

5.   Develop  at  least  one client per year for a complete StreamHQ(TM) system,
     including  intellectual  property  licensing  and  operational  support;

6.   Expand  StreamHQ(TM)functionality to provide enhanced support for corporate
     training  and  education  markets.

CRITICAL  ACCOUNTING  POLICIES

Our discussion and analysis of our financial condition and results of operations
are  based upon our financial statements, which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of  these  financial  statements  requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses,  and  related  disclosure of contingent assets and liabilities.  On an
on-going basis, we evaluate these estimates, including those related to customer
programs and incentives, bad debts, inventories, investments, intangible assets,
income taxes, warranty obligations, impairment or disposal of long-lived assets,
contingencies  and  litigation.  We  base our estimates on historical experience
and  on  various  other assumptions that are believed to be reasonable under the
circumstances,  the  results  of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.

We consider the following accounting policies to be both those most important to
the  portrayal  of  our  financial condition and the require the most subjective
judgment:

          -  Revenue  recognition;
          -  Accounting  for  marketable  securities;
          -  Impairment  or  disposal  of  long-lived  assets;
          -  Inventory  valuation  and  related  reserves;  and
          -  Deferred  taxes.

REVENUE  RECOGNITION.  Software  revenue  and  other  services are recognized in
accordance  with  the  terms  of the specific agreement, which is generally upon
delivery.  Maintenance,  support and service revenue are recognized ratably over
the  term  of  the  related  agreement.

ACCOUNTING FOR MARKETABLE SECURITIES.  We classify our investments in marketable
securities  as  "available for sale."  We carry these investments at fair value,
based  on  quoted market prices, and unrealized gains and losses are included in
accumulated  other comprehensive income (loss), which is reflected upon the sale
of  our  marketable  securities  in  our  statements  of  operations.

IMPAIRMENT  OR DISPOSAL OF LONG-LIVED ASSETS.  Long-lived assets are reviewed in
accordance  with  Statement  of  Financial  Accounting  Standard  ("SFAS")  144.
Impairment  or disposal of long-lived assets losses are recognized in the period
the  impairment  or  disposal  occurs.  Long-lived  assets  are reduced to their
estimated  fair  value.

INVENTORY  VALUATION  AND RELATED RESERVES.  Inventories are valued at the lower
of cost or market on a first-in, first-out basis.  We use a standard cost system
for  purposes  of  determining  cost; the standards are adjusted as necessary to
ensure  they  approximate  actual costs.  We write down or reserve for estimated
obsolete  or  excess  inventory  based  upon assumptions about future demand and
market  conditions.  We  compare  current inventory levels on a product basis to
our  current  sales  forecast  in order to assess our inventory reserve balance.
Our  sales  forecasts  are based on economic conditions and trends (both current
and  projected),  anticipated  customer  demand  and acceptance of our products,
current  products,  expected  future products and various other assumptions.  If
actual  market conditions are less favorable than those projected by management,
additional  write-downs  may  be  required.

DEFERRED  TAXES.  We  record a valuation allowance to reduce deferred tax assets
when  it  is  more  likely  than  not that some portion of the amount may not be
realized.  During 2003, we determined that it was no longer more likely than not
that  we  would  be able to realize all or part of our net deferred tax asset in
the  future,  and  an  adjustment  to  provide a valuation allowance against the
deferred  tax  asset  that  as  charged  to  income.

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RESULTS  OF  OPERATIONS

Sales

Sales  for  the  three-month  period ended March 31, 2003 were $-0-, compared to
revenue  of  $26,253 for the three-month period ended March 31, 2002.  USA Video
discontinued  the  sale of select services from its prototype StreamHQ(TM) after
customers'  satisfaction  and proof of concept.  The Company no longer sells its
individual  functions of StreamHQ(TM).  USA Video intends to continue to develop
and  expand  its StreamHQ(TM) services business, while pursuing opportunities to
sell  replicated  StreamHQ(TM)  systems  to  corporations and organizations that
prefer  systems  solutions  to  services  solutions.

Recently,  due  to  the  change in capital markets, plans to seek funding for an
internal  sales  and  marketing  team was put on hold indefiniteloy.  Since then
the  Company  has  focused  on  partnering relationships with other companies to
complete  the  execution  of  it  StreamHQ  -based  business  plan.

Cost  of  Sales

The  cost  of  sales  for  the  three  months  ended March 31, 2003 was $-0-, as
compared  to $12,072 for the comparable period of 2002.  The decrease in cost of
sales  is  directly  attributable  to  the  decrease  in  sales.

Selling,  General  and  Administrative  Expenses

Selling,  General  and  Administrative  expenses  consisted of product marketing
expenses,  consulting  fees,  office,  professional  fees  and other expenses to
execute  the business plan and for day-to-day operations of the Company.  Due to
market conditions, Management has implemented consolidation procedures to reduce
the  daily  cost  of  Selling,  General  and  Administrative  expenses.

Selling,  General  and  Administrative expenses for the three months ended March
31, 2003 decreased $231,683 to $119,545 from $351,228 for the three months ended
March  31,  2002.  The reduction was due to consolidation efforts of management.

Depreciation and amortization expense for the three months ended March 31, 2003,
decreased  to  $4,848  from  $108,937  for  the  comparable period of 2002.  The
decrease  was  use  to  the  impairment  of  long-lived  assets  in  2002.

The Company has arranged for additional staff/consultants to engage in marketing
activities  in  an  effort  to  identify and assess appropriate market segments,
develop business arrangements with prospective partners, create awareness of new
products  and services, and communicate to the industry and potential customers.
Other  components  of Selling, General and Administrative expense did not change
significantly.

Research  and  Development  Expenses

Research and development expenses consisted primarily of compensation, hardware,
software,  licensing  fees,  and  new  product  applications  for  the Company's
proprietary  StreamHQ  . Research and development expenses decreased to $-0- for
the  three  months ended March 31, 2003, from $218,145 for the comparable period
in  2002.  The  reduction  was  due  to  consolidation  efforts  of  management.

Other  Income

The  Company sold the fixed assets for the three months ended March 31, 2003 for
$13,213  net  of  $95,000  basis.

Impairment  Loss  on  Long-Lived  Assets

As  the  result  of the Company's inability to raise revenues in accordance with
the  corporate  business  plan, the company continued operating at a loss of the
three  month period ended March 31, 2003.  As a result, the Company commenced an
impairment  review  of  its  long-lived  assets  in accordance with Statement of
Financial  Accounting  Standard  ("SFAS")144  "Accounting  of  the Impairment or
Disposal  of  Long-Lived  Assets".  As  an result of this impairment review, the
Company  recorded  an  impairment loss of approximately $25,000 during the three
month  period ended March 31, 2003, to reduce the carrying value of these assets
to  its  estimated  fair  value.

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<PAGE>

Net  Losses

To  date,  the  Company  has not achieved profitability and, in fact, expects to
incur  substantial  net losses for at least the remainder of 2003. The Company's
net loss for the three months ended March 31, 2003 was $140,690 as compared with
a  net  loss  of  $676,780  for  the  three  months  ended  March  31,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2003,  the Company's had a cash position of $36,304, compared to
$48,708  at  December  31,  2002.

The Company will require additional financing to fund current operations through
the  remainder of 2003. The Company has historically satisfied its capital needs
primarily  by  issuing equity securities. The Company will require an additional
$1.0  million  to  $1.5  million  to  finance operations through fiscal 2003 and
intends  to  seek  such  financing  through  sales  of  its  equity  securities.

Assuming  the  aforementioned  $1.0  million  to  $1.5  million  in financing is
obtained,  the  Company  believes that continuing operations for the longer term
will  be supported through anticipated licensing revenues and through additional
sales  of  the Company's securities. Although longer-term financing requirements
may vary depending upon the Company's sales performance, management expects that
the  Company  will  require additional financing of $1.0 million to $1.5 million
through  fiscal 2003. The Company has no binding commitments or arrangements for
additional  financing, and there is no assurance that management will be able to
obtain  any  additional financing on terms acceptable to the Company, if at all.

FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS  OF  OPERATIONS

Certain  risks and uncertainties could cause actual results to differ materially
from  the  results  contemplated  by the forward-looking statements contained in
this Report. Risks and uncertainties have been set forth in the Company's Annual
Report  on  Form  10-K, as well as in other documents the Company files with the
SEC.  These  risk  factors  include  the  following:

THE  COMPANY  HAS INCURRED SUBSTANTIAL LOSSES; IT EXPECTS TO INCUR LOSSES IN THE
FUTURE,  AND  MAY  NEVER  ACHIEVE  PROFITABILITY.

To  date,  USA  Video  has  not  been  profitable, has not generated significant
revenue  from  operations,  and  has  incurred substantial losses. For the three
months  ended March 31, 2003, USA Video had a net loss of $140,690.  As of March
31,  2003,  the  Company had an accumulated deficit of $31,317,131 and a working
capital  deficit  of  $909,921.  The  Company  intends  to  continue  to  expend
significant  financial  and  management  resources  on  the  development  of its
proposed  products and services, and other aspects of its business. As a result,
the Company expects operating losses and negative cash flows to increase for the
foreseeable  future.  Consequently,  USA Video will need to generate significant
revenues  to achieve and maintain profitability. The Company may be unable to do
so.  If  USA  Video's revenues grow more slowly than anticipated or if operating
expenses  increase  more  than expected, or are not reduced sufficiently, it may
never achieve profitability. Because of factors discussed in this paragraph, USA
Video's  auditors,  in  their report on the Company's financial statements, have
expressed  substantial  doubt  concerning the Company's ability to continue as a
going  concern.

THE  COMPANY'S  LIMITED  OPERATING  HISTORY  MAKES  IT DIFFICULT TO EVALUATE ITS
BUSINESS  AND  PROSPECTS.

The  Company's  business  and prospects must be considered in light of the risks
encountered  by  companies  in  their  early stages of development, particularly
companies  in  new  and  rapidly  evolving  markets  such  as  streaming  media.

IF  THE COMPANY IS UNABLE TO OBTAIN SUBSTANTIAL ADDITIONAL FINANCING IN THE NEXT
FEW  MONTHS  IT  MAY  NOT  BE  ABLE  TO  MAINTAIN  OPERATIONS AT CURRENT LEVELS.

The  Company requires substantial additional financing to maintain operations at
current levels beyond the second quarter of 2003. Financing may not be available
when  needed on terms favorable to the Company, or at all. If adequate funds are
not  available  or  are  not  available  on acceptable terms, the Company may be
unable  to  further develop or enhance its products and services, take advantage
of  future  opportunities or respond to competitive pressures, or ultimately, to
continue  in  business.

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CONTINUATION OF THE CURRENT SLUMP IN THE TECHNOLOGY SECTOR WILL ADVERSELY AFFECT
DEMAND  FOR  THE  COMPANY'S  PRODUCTS  AND  SERVICES.

The  Company's  sales  have  been adversely affected by the ongoing slump in the
technology  industry segment and the continuation of these market conditions can
be  expected  to  result  in  depressed  demand  for  the Company's products and
services.

THE  COMPANY'S OPERATING RESULTS IN FUTURE PERIODS ARE EXPECTED TO BE SUBJECT TO
SIGNIFICANT  FLUCTUATIONS,  WHICH  WOULD  LIKELY AFFECT THE TRADING PRICE OF ITS
COMMON  SHARES.

Factors  that  could  cause  such  fluctuations include the Company's ability to
attract  and  retain  customers;  the  introduction  of  new  video transmission
services  or products by others; price competition; the continued development of
and  changes in the streaming media market; its ability to remain competitive in
its  product  and  service  offerings; its ability to attract new personnel; and
potential  U.S.  and  foreign  regulation  of  the  Internet.

THE  COMPANY  IS  SUBJECT  TO RAPID TECHNOLOGICAL CHANGE, WHICH COULD RENDER THE
COMPANY'S  PRODUCTS  AND  SERVICES  OBSOLETE.

Keeping  pace  with  the  technological  advances  may  require  substantial
expenditures  and  lead  time,  particularly  with  respect to acquiring updated
hardware  and  infrastructure components of its systems. The Company may require
additional  financing  to  fund such acquisitions. Any such financing may not be
available  on  commercially  reasonably  terms,  if  at  all,  when  needed.

IF  THE COMPANY DOES NOT CONTINUOUSLY IMPROVE ITS TECHNOLOGY IN A TIMELY MANNER,
ITS  PRODUCTS  COULD  BE  RENDERED  OBSOLETE.

These  changes  and  developments  may  render  the  Company's  products  and
technologies  obsolete in the future. As a result, the Company's success depends
on  its  ability  to  develop  or  adapt products and services or to acquire new
products  and  services that can compete successfully. There can be no assurance
that  the  Company  will  be  successful  in  these  efforts.

THE  COMPANY INTENDS TO ISSUE ADDITIONAL EQUITY SECURITIES, WHICH MAY DILUTE THE
INTERESTS  OF  CURRENT SHAREHOLDERS OR CARRY RIGHTS OR PREFERENCES SENIOR TO THE
COMMON  SHARES.

Accordingly,  existing  shareholders may experience additional dilution of their
percentage  ownership  interest  in  the  Company.  In  addition, the new equity
securities  may  have  rights,  preferences  or  privileges  senior  to those of
existing  holders  of  the  Company's  common  shares.

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

The  Company  believes  its  exposure  to  overall  foreign currency risk is not
material.  The  Company  does  not  manage  or  maintain  market  risk sensitive
instruments  for  trading or other purposes and is not exposed to the effects of
interest  rate  fluctuations  as  it  does  not  carry  any  long-term  debt.

The  Company  reports  its  operations  in US dollars and its currency exposure,
although  considered  by  the Company as immaterial, is primarily between the US
and  Canadian  dollars. Exposure to other currency risks is also not material as
international  transactions  are  settled  in  US  dollars. Any future financing
undertaken  by  the  Company  will  be denominated in US dollars. As the Company
increases  its  marketing  efforts, the related expenses will be primarily in US
dollars.  In  addition,  90%  of  the Company's bank deposits are in US dollars.

Item  4.  Controls  and  Procedures

Based  on  their  evaluation  of  the  effectiveness of the Company's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report,  the undersigned officers of the Company have concluded
that  such  disclosure  controls  and  procedures  are  adequate.  There were no
significant  changes  in  internal  controls  or  in  other  factors  that could
significantly  affect  internal  controls, including any corrective actions with
regard  to  significant  deficiencies and material weaknesses, subsequent to the
date of the most recent evaluation by the undersigned officers of the Company of
the  design  and operation of internal controls which could adversely affect the
Company's  ability  to  record,  process,  summarize  and report financial data.

PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

On  April  10,  2003,  the  Registrant  announced that its subsidiary, USA Video
Technology  Corporation,  had filed a lawsuit in the U.S. District Court for the

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<PAGE>

District  of  Delaware  against  Movielink,  LLC.  The  Registrant  alleges that
Movielink,  a  Delaware  company, has infringed and continues to infringe on the
Registrant's  patented  online  movie  delivery  system.

Item  2.  Changes  in  Securities  and  Use  of  Proceeds

During  the  quarter  ended March 31, 2003, the Company completed an offering of
2,750,000  units  at a price of $0.0657 per unit for total proceeds of $180,675.
Each  unit consisted of one share of common stock and one warrant to acquire one
additional  share  at  $0.0657  per share, exercisable on or before February 14,
2005.

The  offer and sale of the units were exempt from registration under Rule 506 of
Regulation  D  of  the  Securities  Act.  The  Company limited the manner of the
offering  and  provided disclosure regarding the offering and the Company to the
investors.  Two  officers  and  directors  of  the  Company, one employee of the
Company,  2  additional  unaffiliated non-accredited investors, and 8 additional
unaffiliated  accredited  investors  purchased  the  securities.   The  Company
believes that a portion of these sales were also exempt under Regulation S under
the  Securities Act, as the sales were made in offshore transactions to non-U.S.
persons.

Item  3.  Defaults  Upon  Senior  Securities.

None.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.

None.

Item  5.  Other  Information.

None.

Item  6.  Exhibits  and  Reports  on  Form  8-K

          (a)  Exhibit(s)

               Exhibit  1  -  Certification of Chief Executive Officer and Chief
               Financial  Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
               Pursuant  To  Section  906  of  the  Sarbanes-Oxley  Act of 2002.


          (b)  Reports  on  Form  8-K

               (i)  On  May  7,  2003, the Registrant filed a report on Form 8-K
                    announcing  that  Maurice  Loverso had been appointed to the
                    Board  of  Directors  and  Robert D. Smith had resigned as a
                    director  to  pursue  other  employment  opportunities.

               (ii) On April 10, 2003, the Registrant filed a report on Form 8-K
                    announcing  that  its  subsidiary,  USA  Video  Technology
                    Corporation,  had filed a lawsuit in the U.S. District Court
                    for  the  District  of  Delaware against Movielink, LLC. The
                    Registrant  alleges  that Movielink, a Delaware company, has
                    infringed  and  continues  to  infringe  on the Registrant's
                    patented  online  movie  delivery  system.

               (iii) On March 4, 2003, the Registrant filed a report on Form 8-K
                    announcing  that it had entered into an agreement with Engle
                    Group LLC to undertake investor and media relations services
                    for  the  registrant  and  to  assist  the  Registrant  in
                    developing and implementing a strategic communications plan.

SIGNATURE


     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.

                                     USA  Video  Interactive  Corp.

Dated:  May  9,  2003                By:  /s/  Anton  J.  Drescher
                                     --------------------------------
                                     Name:  Anton  J.  Drescher
                                     Title:  Chief  Financial  Officer

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                                                                       Exhibit 1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SECTION  906  CERTIFICATION  BY  EDWIN  MOLINA

Pursuant  to the requirements of Section 906 of the Sarbanes-Oxley Act of  2002,
Edwin  Molina,  hereby  certifies  that:

1.   this report fully complies with the requirements of Sections 13(a) or 15(d)
     of  the  1934  Act,  and

2.   the  information  contained in this report fairly presents, in all material
     respects, the registrant's financial condition and results of operations of
     the  registrant.

                                By:  /s/  Edwin  Molina
                                   -----------------------------------
                                   Name:  Edwin  Molina
                                   Title:  President  and  Chief  Executive
                                          Officer
                                   Date:  May  9,  2003


SECTION  906  CERTIFICATION  BY  ANTON  J.  DRESCHER

Pursuant  to the requirements of Section 906 of the Sarbanes-Oxley Act of  2002,
Anton  J.  Drescher,  hereby  certifies  that:

1.   this report fully complies with the requirements of Sections 13(a) or 15(d)
     of  the  1934  Act,  and

2.   the  information  contained in this report fairly presents, in all material
     respects, the registrant's financial condition and results of operations of
     the  registrant.

                                By:  /s/  Anton  J.  Drescher
                                   ------------------------------------
                                   Name:  Anton  J.  Drescher
                                   Title:  Secretary  and  Chief  Financial
                                          Officer
                                   Date:  May  9,  2003



CERTIFICATIONS

I,  Edwin  Molina,  certify  that:

1.   I have reviewed this quarterly report on Form 10-Q of USA Video Interactive
     Corp;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entitles,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

                                        9
<PAGE>

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                By:  /s/  Edwin  Molina
                                   -----------------------------------
                                   Name:  Edwin  Molina
                                   Title:  President  and  Chief  Executive
                                          Officer
                                   Date:  May  9,  2003





I,  Anton  J.  Drescher,  certify  that:

1.   I have reviewed this quarterly report on Form 10-Q of USA Video Interactive
     Corp;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entitles,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                By:  /s/  Anton  J.  Drescher
                                   ------------------------------------
                                   Name:  Anton  J.  Drescher
                                   Title:  Secretary  and  Chief  Financial
                                          Officer
                                   Date:  May  9,  2003

                                       F1
<PAGE>







                           USA VIDEO INTERACTIVE CORP.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  MARCH 31, 2003

                                   (UNAUDITED)

                             (STATED IN US DOLLARS)
                              --------------------





                                       F2
<PAGE>
                  USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (STATED IN US DOLLARS)

<TABLE>
<CAPTION>


                                                                      MARCH 31,     DECEMBER 31,
                                                                        2003            2002

                                                                     (UNAUDITED)
<S>                                                                 <C>            <C>
ASSETS

Current Assets:
    Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $     36,304   $      48,708
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . .         1,400           1,400
    Prepaid expenses and other current assets. . . . . . . . . . .        23,167          10,573
                                                                    -------------  --------------


     TOTAL CURRENT ASSETS .. . . . . . . . . . . . . . . . . . . .        60,871          60,681

Property and Equipment - at cost, net of accumulated
     depreciation of $4,017 and $-0-, respectively . . . . . . . .        87,052         211,314

Other Assets, net of accumulated amortization of $12,170
   and $11,339, respectively . . . . . . . . . . . . . . . . . . .        44,319          45,149

Deferred Tax Assets, net of valuation allowance
    of $7,999,000 and $7,950,000, respectively . . . . . . . . . .             -               -
                                                                    -------------  --------------


     TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $    192,242   $     317,144
                                                                    =============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Accounts payable and accrued expenses. . . . . . . . . . . . .  $    928,330   $   1,082,499
    Due to related parties . . . . . . . . . . . . . . . . . . . .        42,462          53,180
                                                                    -------------  --------------


     TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .       970,792       1,135,679
                                                                    -------------  --------------

Commitments and Contingencies

Stockholders' Deficiency:
    Preferred stock - no par value; authorized 250,000,000 shares,
    none issued
    Common stock and additional paid-in capital -
    no par value; authorized 250,000,000 shares,
    issued and outstanding 106,495,088 and
    103,745,088, respectively. . . . . . . . . . . . . . . . . . .    30,538,581      30,357,906
    Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .   (31,317,131)    (31,176,441)
                                                                    -------------  --------------


      STOCKHOLDERS' DEFICIENCY . . . . . . . . . . . . . . . . . .      (778,550)       (818,535)


      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY. . .. . . . .  $    192,242   $     317,144
                                                                    =============  ==============

</TABLE>


                             SEE ACCOMPANYING NOTES


                                       F3
<PAGE>
                  USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (STATED IN US DOLLARS)

<TABLE>
<CAPTION>

THREE MONTHS ENDED MARCH 31,                   2003           2002
                              (UNAUDITED)
<S>                                        <C>            <C>
Revenue . . . . . . . . . . . . . . . . .  $          -   $    26,253
                                           -------------  ------------

Expenses:
    Cost of sales . . . . . . . . . . . .             -        12,072
    Research and development. . . . . . .             -       218,145
    Selling, general and administrative .       119,545       351,228
    Depreciation and amortization . . . .         4,848       108,937
    Impairment loss on long-lived assets.        25,246             -
    Noncash compensation charges. . . . .             -        12,718
                                           -------------  ------------

Total expenses. . . . . . . . . . . . . .       149,639       703,100
                                           -------------  ------------
Loss from operations. . . . . . . . . . .      (149,639)     (676,847)
                                           -------------  ------------

Other income (expense)
    Interest income (expense) . . . . . .        (6,347)           67
    Other . . . . . . . . . . . . . . . .        15,296             -
                                           -------------  ------------

                                                  8,949            67
                                           -------------  ------------

Net loss. . . . . . . . . . . . . . . . .  $   (140,690)  $  (676,780)
                                           =============  ============

Net loss per share - basic and diluted. .  $       (.00)  $      (.01)
                                           =============  ============

Weighted-average number of common
 shares outstanding - basic and diluted .   105,120,088    91,745,088
                                           =============  ============
</TABLE>



                             SEE ACCOMPANYING NOTES


                                       F4
<PAGE>
                  USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
                             (STATED IN US DOLLARS)

<TABLE>
<CAPTION>

THREE MONTHS ENDED MARCH 31,                       2003        2002
                               (UNAUDITED)
<S>                                             <C>         <C>
Net loss . . . . . . . . . . . . . . . . . . .  $(140,690)  $(676,780)

Other comprehensive loss:
     Change in unrealized loss on investments                   4,676
                                                ----------  ----------


Comprehensive loss . . . . . . . . . . . . . .  $(140,690)  $(672,104)
                                                ==========  ==========


</TABLE>


                             SEE ACCOMPANYING NOTES


                                       F5
<PAGE>
                  USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                             (STATED IN US DOLLARS)

                                   (UNAUDITED)
                                     COMMON STOCK
<TABLE>
<CAPTION>


                                                                ACCUMULATED    STOCKHOLDERS'
                                       SHARES       AMOUNT        DEFICIT       DEFICIENCY

<S>                                  <C>          <C>          <C>            <C>
Balance at December 31, 2002. . . .  103,745,088  $30,357,906  $(31,176,441)  $     (818,535)
Issuance of common stock and common
stock warrants for cash . . . . . .    2,750,000  $   180,675             -          180,675
Net loss. . . . . . . . . . . . . .            -            -      (140,690)        (140,690)
                                     -----------  -----------  -------------  ---------------


Balance at March 31, 2003 . . . . .  106,495,088  $30,538,581  $(31,317,131)  $     (778,550)
                                     ===========  ===========  =============  ===============


</TABLE>





                             SEE ACCOMPANYING NOTES


                                       F6
<PAGE>
                  USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (STATED IN US DOLLARS)

<TABLE>
<CAPTION>

THREE MONTHS ENDED MARCH 31,                                                    2003        2002
                                             (UNAUDITED)
<S>                                                                          <C>         <C>
Cash flows from operating activities:
    Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(140,690)  $(676,780)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
      Depreciation and amortization . . . . . . . . . . . . . . . . . . . .      4,847     108,936
      Impairment loss on long-lived assets. . . . . . . . . . . . . . . . .     25,245           -
      Noncash compensation charge . . . . . . . . . . . . . . . . . . . . .          -      12,718
      Changes in operating assets and liabilities:
          Decrease in accounts receivable . . . . . . . . . . . . . . . . .          -       2,744
          Decrease (increase) in prepaid expenses and other current assets.    (12,594)      5,577
          Increase (decrease) in accounts payable and accrued expenses. . .   (154,169)    151,037
          Increase (decrease) in due to related parties . . . . . . . . . .    (10,718)    362,052
                                                                             ----------  ----------

             NET CASH USED IN OPERATING ACTIVITIES .. . . . . . . . . . . .   (288,079)    (33,716)
                                                                             ----------  ----------

Cash flows from investing activities:
    Proceeds from equipment sales . . . . . . . . . . . . . . . . . . . . .     95,000           -
                                                                             ----------  ----------

             NET CASH PROVIDED BY INVESTING ACTIVITIES  . . . . . . . . . .     95,000           -
                                                                             ----------  ----------

Cash flows from financing activities:
    Proceeds from the issuance of common stock and warrants . . . . . . . .    180,675           -
                                                                             ----------  ----------

             NET CASH PROVIDED BY FINANCING ACTIVITIES .  . . . . . . . . .    180,675           -
                                                                             ----------  ----------

Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . .    (12,404)    (33,716)

Cash and cash equivalents at beginning of period. . . . . . . . . . . . . .     48,708     104,238
                                                                             ----------  ----------

Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . .  $  36,304   $  70,522
                                                                             ==========  ==========
</TABLE>



                             SEE ACCOMPANYING NOTES


                                       F7
<PAGE>
                           USA VIDEO INTERACTIVE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2003
                                   (UNAUDITED)
                             (STATED IN US DOLLARS)
                              --------------------


NOTE  A  -  BASIS  OF  PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information  and  with  the  instructions  to  Form  10-Q  and  Rule
10-01(a)(5)  of  Regulation  S-X.  Accordingly,  they  do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  the management, all
adjustments  (consisting  of normal recurring accruals) considered necessary for
fair  presentation  have been included.  The results for the interim periods are
not  necessarily  indicative  of  the results that may be attained for an entire
year  or  any  future  periods.  For further information, refer to the Financial
Statements and footnotes thereto in the Company's annual report on Form 10-K for
the  fiscal  year  ended  December  31,  2002.

NOTE  B  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a  going  concern.  As  shown in the financial
statements,  the  Company  has  incurred  losses of $140,690 for the three month
period  ended  March  31, 2003 and $2,113,138, $3,760,821 and $4,661,652 for the
years  ended  December  31, 2002, 2001 and 2000, respectively.  These conditions
raise  doubt  about  the  Company's ability to continue as a going concern.  The
Company's  ability  to continue as a going concern is dependent upon its ability
to  generate sufficient cash flow to meet its obligations as they come due which
management  believes  it  will  be  able to do.  To date, the Company has funded
operations  primarily  through  the  issuance  of  common  stock and warrants to
outside  investors  and the Company's management.  The Company believes that its
operations  will  generate  additional  funds  and  that additional funding from
outside  investors and the Company's management will continue to be available to
the  Company  when  needed.  The  financial  statements  do  not  include  any
adjustments  relating  to  the  recoverability  and  classification  of recorded
assets,  or  the  amounts  and  classifications  of  liabilities  that  might be
necessary  in  the  event  the  Company  cannot  continue  as  a  going concern.

Basic  loss  per  common  share  ("EPS")  is computed as net loss divided by the
weighted-average  number of common shares outstanding during the period. Diluted
EPS  includes  the impact of common stock potentially issuable upon the exercise
of  options  and  warrants.  Potential  common  stock has been excluded from the
computation  of  diluted  net  loss  per  share  as  their  inclusion  would  be
antidilutive.

The  assets and liabilities of the Company's foreign subsidiaries are translated
into  U.S.  dollars  at  current  exchange  rates,  and revenue and expenses are
translated  at  average  rates  of  exchange  prevailing  during the period. The
aggregate  effect of translation adjustments is immaterial at March 31, 2003 and
2002.


                                       F8
<PAGE>
                           USA VIDEO INTERACTIVE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2003
                                   (UNAUDITED)
                             (STATED IN US DOLLARS)
                              --------------------

NOTE  C  -  COMMON  STOCK

On February 14, 2003, the Company issued 2,2000,000 units to investors at $.0657
per  unit.  Each  unit consisted of one share of common stock and one warrant to
purchase  an  additional  share  of  common  stock  at  $.0657  per  share.

On  February  14,  2003, the Company issued 550,000 units to employees at $.0657
per  unit.  Each  unit consisted of one share of common stock and one warrant to
purchase  an  additional  share  of  common  stock  at  $.0657  per  share.


NOTE  D  CONTINGENT  LIABILTIY

The Company is party to a default judgement entered against one of the Company's
subsidiaries.  During  the year ended December 31, 1995, a claim was made to the
Company  for  the  total  amount  payable  under the terms of the lease with the
Company's  subsidiaries  for  office  space  in  Dallas Texas through 2002.  The
Company's  management  is of the opinion that the amount payable under the terms
of  this  judgement  is  not  estimable  or determinable at this time and may be
substantially  mitigated  by the landlord renting the property to another party.
The  range  of  possible  loss  is  from  $-0-  to  approximately $500,000.  Any
settlement  resulting  from the resolution of this contingency will be accounted
for in the period of settlement when such amounts are estimable or determinable.


NOTE  E  -  IMPAIRMENT  OF  LONG-LIVED  ASSETS

As  the  result  of the Company's inability to raise revenues in accordance with
the  corporate  business plan, the Company continued operating at a loss for the
three  month period ended March 31, 2003.  As a result, the Company commenced an
impairment  review  of  its  long-lived  assets  in accordance with Statement of
Financial  Accounting  Standard  ('SFAS")  144  "Accounting of the Impairment or
Disposal  of  Long-Lived  Assets".  As  an result of this impairment review, the
Company  recorded  an  impairment loss of approximately $25,000 during the three
month  period ended March 31, 2003, to reduce the carrying value of these assets
to  its  estimated  fair  value.


NOTE  F  -  PRO  FORMA  CALCULATION

The Company has elected to apply APB Opinion No. 25, Accounting for Stock Issued
to  Employees,  and  related interpretations in accounting for its stock options
and  has  adopted  the  disclosure-only  provisions  of  Statement  of Financial
Accounting  Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation.
If  the  Company  had  elected  to recognize compensation cost based on the fair

                                       F9
<PAGE>
                           USA VIDEO INTERACTIVE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2003
                                   (UNAUDITED)
                             (STATED IN US DOLLARS)
                              --------------------

value  of  the  options granted at the grant date as prescribed by SFAS No. 123,
the Company's net loss and net loss per common share for the three month periods
ended  March  31,  2003  and  2002  would  have  been  as  follows:

<TABLE>
<CAPTION>

THREE MONTHS ENDED MARCH 31,                 2003        2002

<S>                                       <C>         <C>
Net loss:
    As reported. . . . . . . . . . . . .  $(140,690)  $(676,780)

Add:  Stock-based compensation expense
    included in reported net loss. . . .          -      12,718

Deduct:  Total stock-based compensation
    expense determined under fair value
    based method for all awards. . . . .          -    (107,303)
                                          ----------  ----------


Pro forma. . . . . . . . . . . . . . . .  $(140,690)  $(771,365)
                                          ==========  ==========

Loss per common share-basic and diluted:
    As reported. . . . . . . . . . . . .  $   (0.00)  $   (0.01)
                                          ==========  ==========

Pro forma. . . . . . . . . . . . . . . .  $   (0.00)  $   (0.01)
                                          ==========  ==========

</TABLE>

NOTE  G  -  SUBSEQUENT  EVENTS

In  April  2003,  the  Company  issued 1,200,000 units to investors at $.068 per
unit.  Each  unit  consisted  of  one  share  of common stock and one warrant to
purchase  an  additional  share  of  common  stock  at  $.075  per  share

In  April 2003, the Company issued 300,000 units to employees at $.068 per unit.
Each  unit consisted of one share of common stock and one warrant to purchase an
additional  share  of  common  stock  at  $.075  per  share.

Gross  proceeds  for  these  issuances  amounted  to  $102,000.