UNITED STATES

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 September 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  November 14, 2008, there were 178,526,363 shares of the registrant's common stock outstanding.





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PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements





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USA VIDEO INTERACTIVE CORP.



CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



(Unaudited)



(Stated in US Dollars)











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|USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES                  
|--------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                         
|(Stated in US Dollars)                                        
|                                                              
|                                                              
|                                                              
|                                                              
|ASSETS                                                        
|                                                              
|Current Assets:                                               
|Cash and cash equivalents                                     
|Prepaid expenses and other current assets                     
|Total current assets                                          
|Property and Equipment - at cost, net                         
|                                                              
|Intangible assets, net                                        
|Deferred Tax Assets, net of valuation allowance               
|of $9,637,000 and $9,440,000, respectively                    
|Total Assets                                                  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      
|                                                              
|Current Liabilities:                                          
|Accounts payable and accrued expenses                         
|Due to related parties                                        
|Total current liabilities                                     
|Commitment 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 178,526,363 and                        
|170,108,088, respectively                                     
|Accumulated deficit                                           
|                                                              
|Stockholders' deficiency                                      
|                                                              
|Total Liabilities and Stockholders' Deficiency                





SEE ACCOMPANYING NOTES

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|USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES   
|-----------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|(Stated in US Dollars)                         
|(Unaudited)                                    
|                                               
|                                               
|                                               
|                                               
|                                               
|Revenue                                        
|                                               
|Expenses:                                      
|Cost of sales                                  
|Research and development                       
|Selling, general and administrative            
|Depreciation and amortization                  
|                                               
|Total expenses                                 
|Loss from operations                           
|                                               
|Other income (expense)                         
|Interest income (expense)                      
|Gain on settlement of accounts payable         
|Gain on sale of equipment                      
|                                               
|                                               
|                                               
|Net loss                                       
|                                               
|Net loss per share - basic and diluted         
|Weighted-average number of common              
|shares outstanding - basic and diluted         
|                                               













SEE ACCOMPANYING NOTES



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|USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES       
|---------------------------------------------------
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
|(Stated in US Dollars)                             
|(Unaudited)                                        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Balance at December 31, 2007                       
|Issuance of common stock and common                
|stock warrants for cash                            
|Issuance of common stock upon                      
|exercise of warrants                               
|Issuance of common stock upon                      
|exercise of stock options                          
|Noncash compensation charges                       
|Net loss                                           
|                                                   
|                                                   
|                                                   
|Balance at September 30, 2008                      
|                                                   
|                                                   















SEE ACCOMPANYING NOTES



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|USA VIDEO INTERACTIVE CORP. AND SUBSIDIARIES                             
|-------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                          
|(Stated in US Dollars)                                                   
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Cash flows from operating activities:                                    
|Net loss                                                                 
|Adjustments to reconcile net loss to net cash                            
|used in operating activities:                                            
|Depreciation and amortization                                            
|Gain on settlement of accounts payable                                   
|Gain on sale of equipment                                                
|Noncash compensation charge                                              
|Decrease in prepaid expenses                                             
|and other current assets                                                 
|Increase (decrease) in accounts payable and                              
|accrued expenses                                                         
|                                                                         
|Net cash used in operating activities                                    
|                                                                         
|Cash flows from investing activities:                                    
|Proceeds from equipment sales                                            
|                                                                         
|Net cash provided by investing activities                                
|                                                                         
|Cash flows from financing activities:                                    
|Proceeds from the exercise of common stock                               
|and warrants                                                             
|Proceeds from the issuance of common stock upon exercise of stock options
|                                                                         
|Net cash provided by financing activities                                
|                                                                         
|Net decrease in cash and cash                                            
|Equivalents                                                              
|                                                                         
|Cash and cash equivalents at beginning of period                         
|                                                                         
|Cash and cash equivalents at end of period                               
|                                                                         



SEE ACCOMPANYING NOTES



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USA VIDEO INTERACTIVE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(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, 2007.



NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



The accompanying condensed 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 $779,929 for the nine month period ended September 30, 2008 and, in addition the Company incurred losses of $1,784,193 and $1,249,045 for the years ended December 31, 2007 and 2006, respectively. As of September 30, 2008, the Company had an accumulated deficit of $38,049,108 and a working capital deficit of $311,132. 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 Company also has certain lawsuits pending which could result in additional liabilities.  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 anti-dilutive.



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 September 30, 2008 and 2007.



NOTE C  COMMON STOCK



On September 30, 2008, the Company issued 2,275,000 units to investors at $0.047 per unit.  Each unit consisted of one share of common stock and one warrant to purchase an additional share of common stock at $0.094 per share.  The Company charged operations for approximately $-0- representing the differential between the fair value and the purchase price of the common stock and for approximately $51,000 representing the differential between the fair value of the underlying common stock and the exercise price of the warrants.



On September 30, 2008, the Company issued 3,725,000 units to employee and directors at $0.047 per unit.  Each unit consisted of one share of common stock and one warrant to purchase an additional share of common stock at $0.094 per share.  The Company charged operations for approximately $-0- representing the differential between the fair value and the purchase price of the common stock and for approximately $84,000 representing the differential between the fair value of the underlying common stock and the exercise price of the warrants.



From January 1, 2008 to September 30, 2008, the Company issued 278,275 shares of common stock upon the exercising of stock options with an exercise price of $.10 and received gross proceeds of $27,827.



From January 1, 2008 to September 30, 2008, the Company issued 2,140,000 shares of common stock upon the exercising of warrants with an exercise price ranging from $.087 to $.089 and received gross proceeds of $188,010.



NOTE D - CONTINGENT LIABILITY



The Company's patent infringement litigation against Movielink LLC came to a substantive conclusion on September 8, 2006, when the U.S. Court of Appeals for the Federal Circuit affirmed certain rulings of the U.S. District Court for the District of Delaware granting Movielink summary judgment of non-infringement.  A further procedural determination was entered on September 26, 2007, taxing litigation costs against the Company.



On September 13, 2006, USA Video Technology Corp., a wholly-owned subsidiary of the Company, filed suit in the U.S. District Court for the Eastern District of Texas, alleging that its U.S. Patent No. 5,130,792 is infringed by cable technology interests including Time Warner, Inc., Charter Communications, Inc., and Comcast Cable Communications LLC, and seeking statutory compensation and a court injunction against further infringement.  In December 2007, the court issued rulings adverse to the Company's interests: a claim construction ruling interpreting certain terms in the patent's claims, and a related summary judgment of non-infringement.  Defendants then filed motions for costs and attorney fees.  The court denied defendants' motions for attorney fees and granted the motions for costs, so that the Company now has a remaining liability from this litigation in the amount of approximately $30,000, not counting its own remaining attorney fees and litigation expenses.  The Company's subsidiary filed notice of appeal from the district court's adverse substantive decisions, but was unable to prosecute the appeal and so it was dismissed.





The Company is party to a default judgment entered against one of the Company's subsidiaries.  During the year ended December 31, 1995, a claim was made against the Company for the total amount payable under the terms of a lease with one of 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 judgment is not estimable or determinable at this time and may be substantially mitigated by the landlords 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.



The Company leases its Canadian and United States office space under a non-cancelable operating lease, expiring in March 2009 and July 2010, respectively. The minimum rental commitment of this lease is approximately $44,910 annually.  Rent expense amounted to $34,052 and $33,937 for the nine months ended September 30, 2008 and 2007, respectively.



NOTE E  SHARE  BASED COMPENSATION



Effective January 1, 2006, the Company adopted FAS No. 123 (R) utilizing the modified prospective method. FAS No. 123 (R) requires the recognition of share-based compensation expense in the financial statements.



Under the modified prospective method, the provisions of FAS No. 123 (R) apply to all awards granted or modified on or after the date of adoption. In addition, the unrecognized expense of awards not yet vested at the date of adoption, determined under the original provisions of FAS 123, Accounting for Stock Based Compensation, is in net earnings in the periods after the date of adoption. Stock based compensation consists primarily of stock options. Stock options are granted to employees at exercise prices equal to the fair market value of the Companys stock at the dates of grant. Stock options generally vest over three years and have a term of seven years. Compensation expense for stock options is recognized on a straight line basis over the period of the award.



The fair value for options issued was estimated at the date of grant using a Black-Scholes option-pricing model. The risk free rate was derived from the U.S. Treasury yield curve in effect at the time of the grant. The volatility factor was determined based on our historical stock prices. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including the expected stock price volatility.



During the nine month period ended September 30, 2008 the Company granted 500,000 options to an employee of the Company to purchase 500,000 shares at a price of $0.10 to February 2010 and 250,000 options to a consultant of the Company to purchase 250,000 shares at a price of $0.10 to April 2010. The Company charged operations for the fair value of these options, approximately $37,000 and $26,000, respectively, and these amount are included in selling, general and administrative expenses in the accompany statement of operations.





The fair value of each option grant was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:



|                        |           
|----------------------- | ----------
|Expected dividend yield | - 0 -     
|Risk-free interest rate | 1.55-2.50%
|Volatility              | 136-142%  
|Expected life (years)   | 2         



A summary of the status of the Company's options and changes for the nine months ended September 30, 2008 is presented below:



|                                     |                  |                                 |                  |                          
|------------------------------------ | ---------------- | ------------------------------- | ---------------- | -------------------------
|                                     | Number of Shares | Weighted Average Exercise Price | Remaining   life | Aggregate intrinsic Value
|Outstanding at
beginning of period   | 15,240,000       | $0.10-$0.155                    |                  |                          
|Granted                              | 750,000          | $0.10                           |                  |                          
|Exercised                            | 278,275          | $0.10                           |                  |                          
|Cancelled/expired                    | 900,000          | $0.10                           |                  |                          
|Outstanding at end of period         | 14,811,725       | $0.10-$0.155                    | 0.70 years       | $1,612,000               
|Options exercisable at end of period | 14,811,725       |                                 |                  |                          
|                                     |                  |                                 |                  |                          



As of September 30, 2008 all options are fully vested.



NOTE  F  INCOME TAXES



Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109. FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the third quarter of 2008, the Company recognized no adjustments for uncertain tax benefits.



Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. The Companys deferred tax assets were fully reserved at September 30, 2008 and December 31, 2007.



The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses.  No interest and penalties related to uncertain tax positions were accrued at September 30, 2008.



The tax years 2004 through 2007 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.



NOTE  G  NEW ACCOUNTING PRONOUNCEMENTS



Effective for financial statements issued for fiscal years beginning after December 15, 2008 FSP EITF 03-6-1 Determining whether instruments granted in share-based payment transactions are participating securities has been issued in June 2008. The effect on the financial statements has not yet been evaluated by management.  Effective for financial statements issued for fiscal years beginning after December 15, 2008 FSP FAS 142-3 Determination of the useful life of intangible assets has been issued in April 2008. The effect on the financial statements has not yet been evaluated by management.



NOTE  H  SUBSEQUENT EVENTS



None.











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Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations



This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q (" Report") are forward looking.  The words " believes," " anticipates," " estimates," " expects," and words of similar import, constitute " forward-looking statements."  While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks.  As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company.  We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our Annual Report on Form 10-K, as well as in other documents we file 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 the financial statements included in this report.



OVERVIEW OF THE COMPANY



We design and market to business customers digital watermarking, 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.  Our systems, services and delivery solutions include digital watermark solutions and 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.



Although we have generated nominal sales for the initial quarters of 2008, we continue to explore opportunities that will result in new products for new revenue streams, but there can be no assurances that such efforts will be successful.



We hold 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.  We hold similar patents in England, France, Spain, Italy, Germany, Canada, and Japan.  We anticipate actively engaging in licensing this patent.



Our Store and Forward Video-on-Demand (" VoD") intellectual property potentially reaches across the VoD market.  Our patented technique covers the transmission of video content over networks faster than " real time."  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.



We have developed a number of specific products and services based on these technologies. These include MediaSentinelTM and SmartMarksTM a process that watermarks digital video content, StreamHQTM, a collection of source-to-destination media delivery services marketed to businesses; EncodeHQTM, a service that digitizes and compresses analog-source video; hardware server and encoder system applications under the brand name Hurricane MediacasterTM; ZMailTM, a service that delivers web and rich media content to targeted audiences; mediaClixTM, a service that delivers content similar to Zmail but originating from an existing web presence; and MediaSentinelTM, a patent-pending digital watermarking technology to deter digital video piracy.



In September 2005 we entered into a formal sales and marketing agreement with First Serve International, LLC (" First Serve"), pursuant to which we will jointly market the MediaSentinelTM Workstation to companies throughout Asia (including Bollywood in India), Europe, and the United States.  In support of these efforts, we will collaborate with sales support, marketing and educational programs and materials that make clear the benefits of watermarking to potential customers.  Through these efforts, we intend to attract new business and break ground on enforcement of copyright holders. In September 2006, the agreement was assigned to Ethnic Communications, LLC.



We were incorporated on April 18, 1986, as First Commercial Financial Group Inc.in the Province of Alberta, Canada.  In 1989, our 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, we changed our name to USA Video Interactive Corp.and continued our corporate existence to the State of Wyoming.  We have five wholly-owned subsidiaries:  USA Video (California) Corp., USA Video Corp., Old Lyme Productions Inc., USA Video Technologies, Inc., and USVO, Inc.  Our executive and corporate offices are located in Niantic, Connecticut, and our Canadian offices are located in Vancouver, British Columbia.



BUSINESS OBJECTIVES:



We have established the following near-term business objectives:



1.

Leverage our digital VoD patent for licensing fees and partnerships in the United States and internationally;



2.

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



3.

Attain industry recognition for the superior architectural, functional, and business differentiators of our MediaSentinel TMarchitecture;



4.

Demonstrate proof of concept on a commercial project with MediaSentinel TMarchitecture;



5.

Establish StreamHQTM as the industry standard in the streaming video and rich media marketplace;



6.

Expand StreamHQTM functionality to provide enhanced support for corporate training and education markets.



CRITICAL ACCOUNTING POLICIES (AND ESTIMATES)



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 ongoing 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 have identified the policies below as critical to our business operations and to the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout managements discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results:



 Revenue recognition;

 Impairment or disposal of long-lived assets;

 Deferred taxes;

 Accounting for stock-based compensation; and

 Commitments and contingencies.



REVENUE RECOGNITION - Revenue is recognized for digital water marking based on a contracted usage schedule on a monthly billing cycle.  Software revenue and other services are recognized in accordance with the terms of the specific agreement, which is generally upon delivery and when accepted by customer.  Maintenance, support and service revenue are recognized ratably over the term of the related agreement.  In order to recognize revenue, we must not have any continuing obligations and it must also be probable that we will collect the accounts receivable.



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 is recognized in the period the impairment or disposal occurs.



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.



ACCOUNTING FOR STOCK-BASED COMPENSATION -   In December 2004, the Financial Accounting Standards Board  FASB issued SFAS No. 123 (revised 2004),  Share Based Payment ( SFAS 123(R)). SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. We adopted SFAS 123(R) on January 1, 2006. SFAS 123(R) permits public companies to adopt its requirements using either the modified prospective or modified retrospective transition method. We use the modified prospective transition method, which requires that compensation cost is recognized for all awards granted, modified or settled after the effective date as well as for all awards granted to employees prior to the effective date that remain unvested as of the effective date.



COMMITMENTS AND CONTINGENCIES -  We account for commitments and contingencies in accordance with financial accounting standards board Statement No. 5, Accounting for Contingencies. We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable.



RESULTS OF OPERATIONS



Sales



Sales for the nine-month period ended September 30, 2008 were $18,000, compared to revenue of $-0- for the nine-month period ended September 30, 2007.  Sales for the three-month period ended September 30, 2008 were $6,000 compared to $-0- for the three-month period ended September 30, 2007. Revenues were generated from Software License Agreement from our SmartmarkTM Software.



Cost of Sales



The cost of sales for the nine months ended September 30, 2008 was $750 as compared to $-0- for the comparable period in 2007.  For the three-month period ended September 30, 2008, the cost of sales was $-0- as compared to $-0- for the comparable period in 2007.  Costs are the royalties on our video watermarking license agreement.



Selling, General and Administrative Expenses



Selling, general and administrative expenses, consisting of product marketing expenses, consulting fees, office, professional fees and other expenses to execute our business plan and for our day-to-day operations, decreased in the nine months ending September 30, 2008.  We have a contract for our SmartmarkTM Software and delivered acceptable release to start billing.  Product marketing costs decreased due to management’s decision to direct our efforts toward the current customer in additional divisions.  Professional fees decreased due to the courts adverse ruling in the patent infringement litigation.   Administrative expenses have decreased as a result.



Selling, general and administrative expenses for the three months ended September 30, 2008 decreased by $265,743 to $288,244 from $553,987 for the three months ended September 30, 2007.  The decrease was due to managements decision to direct our efforts toward the current customer in additional divisions and completion to patent litigation.  For the nine months ended September 30, 2008 the costs decreased by $303,427 to $735,617 from $1,039,044 for the comparable period in 2007.  The decrease was the result of expenses incurred related to professional fees and product marketing expenses.



Product marketing expense for the three months ended September 30, 2008, decreased to $34,535 from $60,605 for the comparable period in 2007.  The decrease was due to managements decision to direct our efforts toward the current customer in additional divisions.  For the nine months ended September 30, 2008 these costs decreased to $107,570 from $157,886 for the comparable period in 2007.  The decrease was due to managements decision to direct our efforts towards our current customer.



Professional expenses for the three months ended September 30, 2008, decreased to $23,508 from $38,711 for the comparable period in 2007.  For the nine months ended September 30, 2008 these costs decreased to $94,579 from $141,166 for the comparable period in 2007.  We incurred decreased costs in 2008 due to the patent infringement lawsuit.



We have arranged for additional staff and 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 contractor fees, compensation, hardware, software, licensing fees, and new product applications for our proprietary MediaSentinelTM.  Research and development expenses decreased to $59,350 for the nine months ended September 30, 2008, from $176,253 for the comparable period in 2007 and to $7,500 for the three months ended September 30, 2008 from $37,500 for the comparable period in 2007.  The decrease was the result of a concentration in one application of research and development efforts for MediaSentinelTM.



Non-Cash Compensation Charges



Non-cash compensation charges for the nine months ended September 30, 2008 were $200,775, compared to $386,598 for the comparable period in 2007.   The amount for the nine months ended September 30, 2008 was due to the issuance of stock options to an employee and a contractor and the issuance of a private placement to an employee, directors, and investors.



Net Losses



To date, we have not achieved profitability and, we expect to incur substantial net losses for the remainder of 2008.  Our net loss for the nine months ended September 30, 2008 was $779,929, compared with a net loss of $1,218,221 for the nine months ended September 30, 2007.  The decrease in losses is directly related to the reduction in professional fees, non-cash compensation, research and development and marketing.



LIQUIDITY AND CAPITAL RESOURCES



At September 30, 2008, we had a cash position of $69,071, compared to $36,700 at December 31, 2007.  We anticipate capital requirements of $700,000 for the continued development of our MediaSentinelTM products, $700,000 for commercialization of our MediaSentinelTM products and $100,000 for costs associated with the infringement lawsuit.



We will require additional financing to fund current operations through fiscal 2009.  We have historically satisfied our capital needs primarily by issuing equity securities.  We will require an additional $1.25 million to $1.75 million to finance operations through fiscal 2009 and we intend to seek such financing through sales of our equity securities.  During the nine months ended September 30, 2008, we raised an aggregate of $188,010 through exercise of warrants, $27,827 from the exercise of stock options and $282,000 through the private placement of 6,000,000 units at $0.047 per unit.



Assuming the aforementioned $1.25 million to $1.75 million in financing is obtained, we believe that continuing operations for the longer term will be supported through anticipated licensing revenues and through additional sales of our securities.  We have no binding commitments or arrangements for additional financing, and there is no assurance that we will be able to obtain any additional financing on terms acceptable to us, if at all.



OFF-BALANCE SHEET ARRANGEMENTS



We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.





Item 3.

Quantitative and Qualitative Disclosures About Market Risk



We believe our exposure to overall foreign currency risk is not material.  We do not manage or maintain market risk sensitive instruments for trading or other purposes and are not exposed to the effects of interest rate fluctuations as we do not carry any long-term debt.



We report our operations in US dollars and our currency exposure, although considered by us as immaterial, is primarily between 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 us will be denominated in US dollars.  As we increase our marketing efforts, the related expenses will be primarily in US dollars.  In addition, 90% of our bank deposits are in US dollars.



Item 4.

Controls and Procedures



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.



In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.



While we believe our disclosure controls and procedures and our internal control over financial reporting have improved, no system of controls can prevent errors and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur. Controls can also be circumvented by individual acts of some people, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Subject to the limitations above, management believes that the consolidated financial statements and other financial information contained in this report, fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented.



Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective at a reasonable assurance level. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.



PART II.

OTHER INFORMATION



Item 1.

Legal Proceedings



Our patent infringement litigation against Movielink LLC came to a substantive conclusion on September 8, 2006, when the U.S. Court of Appeals for the Federal Circuit affirmed certain rulings of the U.S. District Court for the District of Delaware granting Movielink summary judgment of non-infringement. A further procedural determination was entered on September 26, 2007, taxing litigation costs against us.



On September 13, 2006, USA Video Technology Corp., our wholly-owned subsidiary, filed suit in the U.S. District Court for the Eastern District of Texas, alleging that its U.S. Patent No. 5,130,792 is infringed by cable technology interests including Time Warner, Inc., Charter Communications, Inc., and Comcast Cable Communications LLC, and seeking statutory compensation and a court injunction against further infringement.  In December 2007, the court issued rulings adverse to our interests: a claim construction ruling interpreting certain terms in the patent's claims, and a related summary judgment of non-infringement.  Defendants then filed motions for costs and attorney fees.  The court denied defendants' motions for attorney fees and granted the motions for costs, so that we now have a remaining liability from this litigation in the amount of approximately $30,000, not counting our own remaining attorney fees and litigation expenses.  Our subsidiary filed notice of appeal from the district court's adverse substantive decisions, but was unable to prosecute the appeal and so it was dismissed.



We are party to a default judgment entered against one of our subsidiaries.  During the year ended December 31, 1995, a claim was made against us for the total amount payable under the terms of a lease with one of our subsidiaries for office space in Dallas, Texas through 2002.  Our management is of the opinion that the amount payable under the terms of this judgment is not estimable or determinable at this time and may be substantially mitigated by the landlords 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.



Item 1A.    Risk Factors



A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. These factors continue to be meaningful for your evaluation of our company and we urge you to review and consider the risk factors presented in the Form 10-K. There have been no material changes to these risks presented in the Form 10-K.



Item 2.

Changes in Securities and Use of Proceeds



None.



Item 3.

Defaults Upon Senior Securities.



None.



Item 4.

Submission of Matters to a Vote of Security Holders.



We held our annual meeting of shareholders on June 23, 2008, in Calgary, Alberta, Canada.  At the meeting the shareholders voted as follows:



(a)

to retain Anton Drescher, Edwin Molina, Maurice Loverso and Rowland Perkins as our Directors;



(b)

the appointment of GLOCPAs, LLP as auditors for the year ending December 31, 2008;



(c)

to approve a resolution to increase the authorized share capital to an unlimited number of common shares, which resolution was tabled my management for the time being; and.



(d)

to approve a resolution to amend the Articles of Incorporation to reduce the quorum requirements for shareholder meeting to at least 10% of the outstanding shares entitled to vote.



|Matter Voted Upon                                                                       | No. of Votes For                            | No. of Votes Against | No. of Votes Withheld                   | Not Voted
|--------------------------------------------------------------------------------------- | ------------------------------------------- | -------------------- | --------------------------------------- | ---------
|1.
Election of Directors
Edwin Molina
Anton J. Drescher
Maurice Loverso
Rowland Perkins | 88,767,867
88,767,867
88,767,867
88,767,867 |                      | 1,921,916
1,921,916
1,921,916
1,921,916 |          
|2.
Appointment of GLOCPAs, LLP as auditors                                              | 89,155,925                                  | 1,075,299            | 458,559                                 | 0        
|3.
Increase authorized share capital                                                    | Tabled by management                        |                      |                                         | 0        
|2.
Reduce quorum requirement                                                            | 81,389,454                                  | 8,246,699            | 1,053.630                               | 0        



Item 5.

Other Information.



None.



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



32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification of the 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



None.













---

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:  November 14th, 2008

By:  /s/  Anton J. Drescher

--------------------------------

Name: Anton J. Drescher

Title:  Chief Financial Officer