UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-Q/A (Amendment No. 2)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the
quarterly period ended June 30, 2008  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)  8
West Main Street, Niantic, Connecticut
                           06357 (Address
of principal executive offices)
                            (ZIP
code)  (860) 739-8030 (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 1934during 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act. (Check one):  Large accelerated
filer [   ]
                                                     Accelerated
filer [   ] Non-accelerated filer
[   ]
                                                       Small
reporting company [ X ]   Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   [   ]
      No [ X ]  At August 14, 2008,
there were 172,526,363 shares of the registrant's common stock outstanding.       Explanatory
Note  Due to
an error on the part of the EDGAR filing agent, on August 15, 2008 USA Video
Interactive Corp. (the Company) filed its quarterly report on Form 10-Q
for the quarter ended March 31, 2008 on August 15, 2008 (the Incorrect
Filing), although the agent had been instructed to file the Form 10-Q for
the quarter ended June 30, 2008.  On September 2, 2008 the correct version
of the Form 10-Q for the quarter ended June 30, 2008 (the Amended
Filing) was filed as an amendment to the Incorrect Filing filed on August
15, 2008.  The
Company is filing this Amendment No. 2 on Form 10-Q/A for the quarter ended June 30, 2008 (this
Amendment No. 2) to amend the certifications included as Exhibits 31
which certifications were prepared under the predecessor rules to Exchange Act
Rules 13a-15 and 15d-14.  No revisions have been made to the Companys
financial statements or any other disclosure contained in the Amended
Filing.  Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, this Amendment No. 2 contains only the text amended in the
Amended Filing which constitute new certifications pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.  Those sections or exhibits of the
Amended Filing that are unaffected by this Amendment are not included
herein.  This
Amendment No. 2 continues to speak as of the date of the Amended Filing, and the
Company has not updated the disclosure contained herein to reflect events that
have occurred since the filing of the Amended Filing.  Accordingly,
this Amendment No. 2 should be read in conjunction with the Companys other
filings, if any, made with the Securities and Exchange Commission subsequent to
the filing of the Amended Filing, including the amendments to those filings, if
any.         Item 6. Exhibits and Reports on Form 8-K  (a) Exhibit(s)  31.1 Certification of the Chief Executive Officer Pursuant To Rule
13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  31.2 Certification of the Chief Financial Officer Pursuant To Rule
13a-14 Or 15d-14 of the Securities Exchange Act of 1934,as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          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:
 June 9, 2009 By:
 /s/  Anton J. Drescher -------------------------------- Name:
Anton J. Drescher Title:
 Chief Financial Officer